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Articles of Organization for an LLC Involving All Family Members in Ownership and Mgmt of the Family Business[1] center doc

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LLC Forms

ARTICLES OF ORGANIZATION OF ______________ LLC The undersigned as Organizer of 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. Its period of duration is ______ years from the date of filing of these Articles with the _______ Secretary of State unless (a) extended by the Members, (b) sooner dissolved by the Members, or (c) dissolve upon a statutory event of dissolution. 3. Purpose. This Limited Liability Company is organized for all lawful purposes except, banking or insurance. This Limited Liability Company is intended to involve all family Members in the ownership and management of the family business and to hold, purchase, manage, operate and sell family real and personal property. 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 interest of the Members in the Company will be evidenced by Share Certificates evidencing ownership in the Company. The issuance of ___________ (_______) shares is authorized. The amount of capital which the Members have committed as their initial capital contribution is _____________ Dollars ($_________) to be represented by the issuance of ______ (______) shares representing the agreed initial value of _______ Dollars ($___) per share. Additional capital contributions may be received and additional shares issued at such times and in such amounts as may be determined and allowed by the Board. 7. Additional Liability of Members. No additional capital contributions will be required beyond those committed in Article 5. 8. Classes of ownership. With respect to voting and preference rights, the Members of the Company may provide in their Operating Agreement for issuance of classes and ownership. 9. Transfer of Interest. Except as provided herein, a Member's interest in the Company is not subject to transfer. Any Member who shall be desirous of selling or otherwise transferring his share and interest in the Company shall obtain the consent of all other Members in writing prior to such or transfer. When allowed the transferee shall be entitled only to the transferring Member's proportionate share of the capital and profits of the Company but shall have no other rights, including the right to appoint Directors, unless later elected by the Members to be a Member. 10. Admission of Additional Members. New owners who take their interest directly from the Company will be admitted as Members. New owners who take their interest by assignment, inheritance, or operation of law will be admitted only with the unanimous consent of all Members and upon such terms as are agreed to by all Members. 11. Amendment of Articles. These articles may be amended only by a unanimous vote of the Members. 12. Agency Authority. All authority to contract and otherwise act for the Company is vested in its Members, acting as the Board of Members, and evidenced by a written Resolution of the Board. 13. Continuity. The remaining Members of the limited liability company will have the right to continue the business upon the death, retirement, 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. Any return of capital or distribution of profits shall be determined from the Company's books by the Board of members, and paid at the direction of the Board, at a time determined by the Board, without diminishing the prospects of the company's ventures and subject to the limitations of state Statutes. 14. Management. The business of the company shall be conducted under the exclusive management of its members who also serve as the Board of Members and vote according to their percentage of share ownership. Members and their address are: DATED _____. ________________________ [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 _____. ________________________ [typed name]
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11/14/2007
English
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