ARTICLES OF ORGANIZATION

of

[LEGAL NAME OF LLC]

(An Alabama Limited Liability Company)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Statutory Information (Operative Provisions)
IV. Supplemental Provisions & Risk Allocation
V. Dispute Resolution
VI. General Provisions
VII. Execution Block

I. DOCUMENT HEADER

1. Effective Date
   The effective date of these Articles of Organization (these “Articles”) shall be the date of filing with the Alabama Secretary of State or the delayed effective date of [DELAYED EFFECTIVE DATE] pursuant to Ala. Code § 10A-1-4.12.

2. Formation Authority
   These Articles are filed in accordance with Ala. Code § 10A-5A-2.01.

3. Recitals
   WHEREAS, the undersigned Organizer desires to form a limited liability company under the laws of the State of Alabama and hereby adopts the following Articles.

II. DEFINITIONS

For purposes of these Articles:

“Act” means the Alabama Limited Liability Company Law of 2014, Ala. Code § 10A-5A-1.01 et seq.
“Company” means [LEGAL NAME OF LLC].
“Manager” means a Person designated in Section 3.07 as having management authority.
“Member” means a Person admitted as a member of the Company in accordance with the Act.
“Operating Agreement” has the meaning set forth in Section 4.02.
“Person” includes an individual, entity, or any legal or commercial entity recognized under the Act.

III. STATUTORY INFORMATION (OPERATIVE PROVISIONS)

3.01 Name of the Company
The legal name of the limited liability company is [LEGAL NAME OF LLC] (the “Company”).

3.02 Duration
The Company shall have perpetual existence unless dissolved in accordance with the Act or its Operating Agreement.

3.03 Purpose
The Company may engage in any lawful business for which a limited liability company may be organized under the Act.

[Optional Narrow Purpose Language]
The specific purpose of the Company is [SPECIFIC PURPOSE].

3.04 Principal Office Address
Street Address: [STREET], [CITY], Alabama [ZIP].

3.05 Registered Agent and Registered Office
Registered Agent: [NAME]
Registered Office: [STREET], [CITY], Alabama [ZIP]
The registered agent has consented to this appointment as evidenced by the attached written consent.

3.06 Initial Mailing Address (if different from Principal Office)
[MAILING ADDRESS].

3.07 Management Structure
☐ Member-Managed LLC
☐ Manager-Managed LLC

If Manager-Managed, the name and business address of each initial Manager are:
1. [NAME | ADDRESS]
2. [NAME | ADDRESS]

3.08 Initial Members (optional for filing, recommended for clarity)
1. [NAME | ADDRESS | % INTEREST]
2. [NAME | ADDRESS | % INTEREST]

3.09 Capital Contributions
Initial Members shall contribute the capital set forth in the Operating Agreement or such other agreement among them.

3.10 Limitation of Liability
To the fullest extent permitted by the Act, no Member or Manager shall be liable to the Company or to any other Member for monetary damages except as otherwise provided in the Operating Agreement.

3.11 Indemnification
The Company shall indemnify, defend, and hold harmless each Member and Manager against any and all claims, damages, liabilities, and expenses as provided under the Operating Agreement and in accordance with Ala. Code § 10A-5A-4.18.

3.12 Publication Requirement
Under current Alabama law, no newspaper publication of these Articles is required.

IV. SUPPLEMENTAL PROVISIONS & RISK ALLOCATION

4.01 Limited Liability
No Member, Manager, or Organizer shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being or acting as a Member, Manager, or Organizer, as provided by Ala. Code § 10A-5A-3.01.

4.02 Operating Agreement Mandate
(a) Within thirty (30) days after the Effective Date, the Members shall execute a written operating agreement (the “Operating Agreement”) governing the internal affairs of the Company, the conduct of its business, and the relations among the Members and Managers.
(b) The Operating Agreement may expand, modify, or supplement any provision of these Articles not prohibited by the Act.
(c) In the event of any conflict between these Articles and the Operating Agreement, these Articles shall control as to matters required by statute, and the Operating Agreement shall control as to all other matters.

4.03 Liability Caps
Any liability of a Member or Manager to the Company or any other Person is hereby capped to the amount of such Person’s unreturned capital contributions, except as otherwise required by the Act or expressly provided in the Operating Agreement.

V. DISPUTE RESOLUTION

5.01 Governing Law
These Articles and the rights of the Members and Managers shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict-of-laws principles.

5.02 Forum Selection
Any action or proceeding arising out of or relating to the Company shall be brought exclusively in the [NAME OF ALABAMA BUSINESS COURT OR COUNTY CIRCUIT COURT] sitting in [COUNTY], Alabama.

5.03 Arbitration (Optional)
☐ If this box is checked, the Members agree to resolve all disputes by binding arbitration administered by [ADMINISTRATOR] in accordance with its commercial arbitration rules. Judgment on any arbitral award may be entered by the court specified in Section 5.02.

5.04 Jury Trial Waiver (Optional)
☐ IF INITIALLED BY ALL MEMBERS, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL.
Member Initials: ________ ________ ________

5.05 Injunctive Relief
Nothing in this Article V shall limit the right of any party to seek temporary, preliminary, or permanent injunctive relief or other equitable remedies.

VI. GENERAL PROVISIONS

6.01 Amendments
These Articles may be amended or restated only in accordance with the Act and the Operating Agreement, and upon filing of a duly executed amendment with the Alabama Secretary of State.

6.02 Severability
If any provision of these Articles is determined to be invalid or unenforceable, such determination shall not affect the remaining provisions, which shall be reformed to effectuate the original intent to the maximum extent permissible.

6.03 Electronic Signatures
These Articles and any amendment hereto may be executed by electronic signature in accordance with the Alabama Uniform Electronic Transactions Act, Ala. Code § 8-1A-1 et seq.

6.04 Counterparts
These Articles may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

VII. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer has executed these Articles of Organization on the date set forth below.

Date: [DATE]

________________________________
[NAME OF ORGANIZER], Organizer
Address: [ADDRESS]
Phone: [PHONE] | Email: [EMAIL]

[Optional Acknowledgment – Notarization Recommended]
State of Alabama )
County of ______ )

On this ___ day of __________, 20__, before me, the undersigned Notary Public, personally appeared [NAME OF ORGANIZER], known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument, and acknowledged that he/she executed the same for the purposes therein contained.

________________________________
Notary Public
My Commission Expires: __________