ARTICLES OF ORGANIZATION
of
[FULL LEGAL NAME OF LLC]
(An Arkansas Limited Liability Company)
[// GUIDANCE: Replace all bracketed placeholders before filing. Review all optional provisions to ensure compliance with the Arkansas Uniform Limited Liability Company Act (the “Act”) and the client’s objectives.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Name and Duration
3.2 Principal Office
3.3 Registered Agent and Registered Office
3.4 Purpose
3.5 Management Structure
3.6 Series LLC (Optional)
3.7 Members’ Liability; Indemnification
3.8 Operating Agreement Mandate
3.9 Publication (Arkansas-Specific)
3.10 Effective Date - Representations & Warranties of Organizer(s)
- Covenants & Restrictions
- Default & Remedies (Statutory)
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
These Articles of Organization (“Articles”) are executed and filed pursuant to, and in accordance with, the Act to form a limited liability company under the laws of the State of Arkansas.
Effective Date: [EFFECTIVE DATE — default is the Secretary of State’s file-stamp date unless a delayed date (no more than 90 days) is inserted].
2. DEFINITIONS
For purposes of these Articles, unless the context clearly requires otherwise, the following capitalized terms have the meanings set forth below:
“Act” – The Arkansas Uniform Limited Liability Company Act, as the same may be amended from time to time.
“Articles” – These Articles of Organization and any duly filed amendments or restatements.
“Company” – The limited liability company formed hereby, namely “[FULL LEGAL NAME OF LLC]”.
“Member” – Any person admitted as a member of the Company in accordance with the Operating Agreement and the Act.
“Manager” – A person designated to manage the Company in a manager-managed structure, as set forth herein and in the Operating Agreement.
“Operating Agreement” – The written or oral agreement of the Members concerning the business and affairs of the Company, as required and contemplated by Section 3.8 herein.
“Registered Agent” – The individual or entity appointed in Section 3.3 to receive service of process on behalf of the Company.
[// GUIDANCE: Add additional defined terms as necessary to align with the chosen management and tax structure.]
3. OPERATIVE PROVISIONS
3.1 Name and Duration
a. Name. The name of the limited liability company is “[FULL LEGAL NAME OF LLC],” which must contain the words “Limited Liability Company,” “Limited Company,” or the abbreviations “LLC,” “L.L.C.,” “LC,” or “L.C.” as required under the Act.
b. Duration. The duration of the Company is perpetual unless dissolved in accordance with the Act or the Operating Agreement.
3.2 Principal Office
The principal office of the Company is located at:
[STREET ADDRESS]
[CITY], Arkansas [ZIP].
3.3 Registered Agent and Registered Office
a. Registered Agent. The Registered Agent for service of process is:
[NAME OF AGENT].
b. Registered Office. The Registered Agent’s business address, which shall be the Registered Office of the Company, is:
[STREET ADDRESS]
[CITY], Arkansas [ZIP].
[// GUIDANCE: Verify the Registered Agent’s consent to appointment prior to filing, as required under the Act.]
3.4 Purpose
The Company may engage in any lawful business for which a limited liability company may be organized under the laws of Arkansas, including, without limitation, [INSERT SPECIFIC PURPOSES IF DESIRED].
3.5 Management Structure
Check and complete ONE of the following (un-checked box will be deemed deleted):
☐ Member-Managed. Management of the Company is vested in its Members. The names and mailing addresses of the initial Members are:
• [NAME] – [ADDRESS]
• [NAME] – [ADDRESS]
☐ Manager-Managed. Management of the Company is vested in one or more Managers. The names and mailing addresses of the initial Manager(s) are:
• [NAME] – [ADDRESS]
• [NAME] – [ADDRESS]
[// GUIDANCE: If manager-managed, list only Managers here. Members’ identities may be kept out of public record if permitted.]
3.6 Series LLC (Optional)
☐ The Company is authorized to establish one or more protected series in accordance with the Act, each having separate rights, powers, duties, and obligations from the Company and any other series.
☐ Not applicable – The Company is not authorized to establish protected series.
3.7 Members’ Liability; Indemnification
a. Limited Liability. A Member or Manager is not liable for the debts, obligations, or liabilities of the Company solely by reason of being or acting as a Member or Manager, except to the extent expressly provided in the Act.
b. Indemnification. The Company shall indemnify, defend, and hold harmless each Member, Manager, officer, employee, or agent of the Company (“Indemnitee”) from and against any and all claims, demands, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to such Indemnitee’s status or activities on behalf of the Company, to the maximum extent permitted by the Act and subject to the limitations set forth in the Operating Agreement.
3.8 Operating Agreement Mandate
The Members shall, contemporaneously with or promptly after the filing of these Articles, enter into a written Operating Agreement governing the affairs of the Company and the conduct of its business. In the event of any inconsistency between the Operating Agreement and these Articles, these Articles shall control to the extent permitted by the Act.
3.9 Publication (Arkansas-Specific)
[// GUIDANCE: Arkansas law presently imposes no mandatory publication requirement for domestic LLC formation. Insert provisions here only if the Company elects voluntary public notice or if legislative changes occur prior to filing.]
3.10 Effective Date
These Articles shall be effective upon filing by the Arkansas Secretary of State, unless a delayed effective date of [DELAYED DATE, if any] is specified (not to exceed 90 days after filing).
4. REPRESENTATIONS & WARRANTIES OF ORGANIZER(S)
Each undersigned Organizer represents and warrants that:
a. The information contained in these Articles is true, correct, and complete as of the date set forth below; and
b. The filing of these Articles is duly authorized and in compliance with all applicable organizational consents.
5. COVENANTS & RESTRICTIONS
The Company covenants to:
a. Maintain a Registered Agent and Registered Office in the State of Arkansas;
b. File all amendments, annual franchise tax reports, and other statements required by the Act or other applicable law; and
c. Comply with the Operating Agreement and all applicable laws, regulations, and ordinances.
6. DEFAULT & REMEDIES (STATUTORY)
Failure of the Company to maintain a Registered Agent or to file required reports may result in administrative dissolution by the Secretary of State, subject to the cure and reinstatement provisions of the Act.
[// GUIDANCE: Administrative dissolution is a statutory remedy; practitioners may wish to add contractual remedies in the Operating Agreement.]
7. RISK ALLOCATION
a. Indemnification and advancement of expenses are addressed in Section 3.7 and may be further delineated in the Operating Agreement.
b. Any additional limitation on damages, waivers of fiduciary duties (to the extent permitted), or exculpation provisions should be stated in the Operating Agreement.
8. DISPUTE RESOLUTION
Unless otherwise provided in the Operating Agreement:
a. Governing Law. These Articles and all disputes arising under them shall be governed by the laws of the State of Arkansas, without regard to its conflict-of-laws principles.
b. Forum Selection. Any action concerning these Articles shall be brought exclusively in the [state_business_court] located in [COUNTY], Arkansas.
c. Arbitration / Jury Trial Waiver. The Members may, in the Operating Agreement, elect to submit internal disputes to binding arbitration and to waive jury trial rights. This matter is left to contractual agreement of the Members.
[// GUIDANCE: Because the Articles are publicly filed, detailed dispute resolution mechanisms are best placed in the Operating Agreement.]
9. GENERAL PROVISIONS
9.1 Amendments. These Articles may be amended or restated only in accordance with the Act.
9.2 Severability. If any provision herein is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
9.3 Integration. These Articles constitute the certificate of organization for the Company and supersede all prior inconsistent statements with respect to the matters contained herein.
9.4 Counterparts; Electronic Signatures. These Articles may be executed in counterparts and by electronic signature, each of which shall be deemed an original.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Organizer(s) execute these Articles of Organization this ___ day of ____, 20__.
| Organizer Name & Title | Signature | Address |
|---|---|---|
| [NAME], Organizer | _________ | [ADDRESS] |
| [NAME], Organizer | _________ | [ADDRESS] |
[Notary acknowledgment block—OPTIONAL unless required for specific filings or accompanying documents.]
[// GUIDANCE: File the completed Articles with the Arkansas Secretary of State, pay the requisite filing fee, and retain a stamped copy. Follow with the drafting and execution of the Operating Agreement, initial meeting minutes, EIN application (IRS Form SS-4), and any state/local licensing or tax registrations.]