ARTICLES OF ORGANIZATION

OF

[COMPANY NAME], LLC

(An Alaska Limited Liability Company)

Filed pursuant to Alaska Stat. § 10.50.075
Effective Date: [EFFECTIVE DATE]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
    A. Formation Details
    B. Purpose and Powers
    C. Duration
    D. Principal Office & Registered Agent
    E. Management Structure
    F. Admission of Members
    G. Capital Contributions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Formation. These Articles of Organization (the “Articles”) are executed for the purpose of forming a limited liability company under the Alaska Revised Limited Liability Company Act (the “Act”).
2. Company Name. The name of the limited liability company is [COMPANY NAME], LLC (the “Company”).
3. Effective Date. The Company shall be formed upon the later of (a) the filing of these Articles with the Alaska DCBPL, or (b) [DELAYED EFFECTIVE DATE, if any; otherwise “the date of filing”].
4. Jurisdiction. The Company is organized under the laws of the State of Alaska.

II. DEFINITIONS

For purposes of these Articles, the following capitalized terms have the meanings set forth below. Terms defined in one Section shall have the same meaning throughout the Articles unless otherwise indicated.

“Act” – Alaska Stat. § 10.50.010 et seq., as amended.
“Articles” – These Articles of Organization, as amended from time to time.
“Company” – [COMPANY NAME], LLC.
“Effective Date” – The date specified in Section I.3.
“Manager” – A person designated to manage the Company in a Manager-Managed structure.
“Member” – A person admitted as a member of the Company.
“Operating Agreement” – Any written, oral, or implied agreement of the Members concerning the business and affairs of the Company, as permitted by the Act.

III. OPERATIVE PROVISIONS

A. Formation Details

1. Principal Office. The mailing and physical address of the principal office is [PRINCIPAL ADDRESS].
2. Registered Agent & Registered Office. The registered agent is [REGISTERED AGENT NAME], whose Alaska street address is [REGISTERED OFFICE ADDRESS].

B. Purpose and Powers

The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act, together with all powers necessary or convenient to effect such purpose.

C. Duration

The existence of the Company shall be [PERPETUAL / SPECIFIED TERM OF ___ YEARS], unless sooner dissolved in accordance with the Act or the Operating Agreement.

D. Management Structure

1. Management Type. The Company shall be
   • ☐ Member-Managed
   • ☐ Manager-Managed
   [Select one; tick the applicable box.]

2. Manager-Managed Supplement (complete only if Manager-Managed is elected):
   a. Number of Managers. The Company shall initially have [ONE / __] Manager(s).
   b. Names and Addresses of Initial Manager(s):
   • [NAME], [ADDRESS]
   c. Authority. Subject to the Operating Agreement, the Manager(s) have full, exclusive, and complete authority to manage the business and affairs of the Company.

E. Admission of Members

The name and mailing address of each person who is to be an initial Member of the Company:

F. Capital Contributions

Initial capital contributions, if any, shall be set forth in the Company’s records and governed by the Operating Agreement. Additional contributions shall be made only as provided in the Operating Agreement or by unanimous written consent of the Members.

G. Additional Provisions (Optional)

Pursuant to Alaska Stat. § 10.50.075(b), the following additional provisions are adopted to enhance governance and risk management:

1. Limited Liability. No Member or Manager shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member or acting as a Manager, except to the extent expressly required by the Act or the Operating Agreement.
2. Indemnification. The Company shall indemnify any Member or Manager to the fullest extent permitted by the Act against losses, liabilities, and expenses incurred in connection with Company affairs, subject to the limitations set forth in Section VII below.
3. Operating Agreement Mandate. Within 60 days after the Effective Date, the Members shall adopt an Operating Agreement consistent with the Act and these Articles. Failure to adopt an Operating Agreement shall not affect the validity of the Company’s existence but may result in the application of default statutory provisions.
4. Optional Publication. Alaska law presently imposes no publication requirement. If publication is voluntarily undertaken, the cost shall be borne by the Company and reported as an organizational expense.

IV. REPRESENTATIONS & WARRANTIES

Each Organizer executing these Articles represents and warrants that:
1. Authority. He or she is of legal age and has full authority to execute and file these Articles.
2. Accuracy. The information set forth herein is true, correct, and complete to the best of his or her knowledge.
3. No Conflict. Filing these Articles does not violate any agreement or legal obligation binding upon the Organizer.

V. COVENANTS & RESTRICTIONS

1. Compliance. The Company shall keep and maintain all records required under the Act and shall timely file all reports and pay all fees prescribed by law.
2. Business Licenses. The Company shall obtain and maintain in good standing all licenses and permits necessary for its activities.
3. Record Inspection. Members shall have inspection rights to the extent provided in the Act or Operating Agreement.

VI. DEFAULT & REMEDIES

1. Events of Default. A “Default” occurs if a Member or Manager:
   a. Materially breaches the Operating Agreement or these Articles and fails to cure within 30 days after written notice;
   b. Is judicially determined to have committed fraud, gross negligence, or willful misconduct against the Company; or
   c. Becomes bankrupt or insolvent.
2. Remedies. Upon Default, the non-defaulting Members may, in addition to all remedies at law or equity:
   a. Suspend the voting rights or managerial authority of the defaulting party;
   b. Initiate a buyout pursuant to the valuation mechanism in the Operating Agreement;
   c. Seek injunctive relief to prevent further harm.
3. Attorneys’ Fees. In any dispute arising out of these Articles, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification. The Company shall indemnify and hold harmless each Member and Manager (each, an “Indemnified Party”) against any and all claims, losses, liabilities, damages, and expenses, including reasonable attorneys’ fees, incurred by reason of acts or omissions within the scope of authority, except to the extent such claims arise from the Indemnified Party’s fraud, gross negligence, or willful misconduct.
2. Limitation of Liability. The aggregate liability of any Member or Manager to the Company and the other Members for monetary damages shall be limited to the amount of such Person’s capital contributions actually made and not returned, except as otherwise provided by the Act.
3. Insurance. The Company may maintain directors and officers (D&O) or similar liability insurance covering the Members and Managers as determined by the Members.

VIII. DISPUTE RESOLUTION

1. Governing Law. These Articles and the rights of the parties are governed by the laws of the State of Alaska, without regard to its conflict-of-laws principles.
2. Forum Selection. Any action arising out of these Articles shall be brought exclusively in the Alaska state business court (or, if no such court exists, in the Superior Court for the First Judicial District at Juneau).
3. Arbitration (Optional). Upon unanimous written agreement of the Members, any dispute may be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.
4. Jury Waiver (Optional). To the extent permitted by law, each party knowingly and voluntarily waives its right to trial by jury in any action or proceeding arising out of these Articles.
5. Injunctive Relief. Nothing in this Section shall preclude a party from seeking provisional or injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

IX. GENERAL PROVISIONS

1. Amendments. These Articles may be amended only by filing Articles of Amendment with the Alaska DCBPL, approved in the manner required by the Operating Agreement and the Act.
2. Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving party. A waiver on one occasion shall not be deemed a waiver of any subsequent breach.
3. Assignment. No Member may assign or transfer its interest in the Company except as permitted under the Operating Agreement and in compliance with the Act.
4. Successors and Assigns. These Articles are binding upon and inure to the benefit of the Company and its successors and permitted assigns.
5. Severability. If any provision of these Articles is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to effect the intent of the parties.
6. Integration. These Articles constitute the entire filing required to form the Company and supersede any prior drafts or communications concerning such filing.
7. Counterparts. These Articles may be executed in one or more counterparts, each of which is deemed an original and all of which together constitute one instrument.
8. Electronic Signatures. Signatures transmitted electronically or by facsimile shall be deemed original signatures for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer(s) have executed these Articles of Organization on the date(s) set forth below.

These Articles of Organization are drafted to comply with the Alaska Revised Limited Liability Company Act and reflect best-practice defensive drafting techniques. Customize all bracketed items before filing. Attorneys should review for client-specific regulatory, tax, and industry considerations.