ARTICLES OF ORGANIZATION
of
[FULL LEGAL NAME OF LLC]
(An Arizona Limited Liability Company)
[// GUIDANCE: This comprehensive template is intentionally expansive. Provisions that exceed the minimum statutory filing requirements—e.g., indemnification, dispute-resolution, limitation of liability—are included as “Additional Provisions” to be filed with the Arizona Corporation Commission (“ACC”) pursuant to A.R.S. § 29-3201(D). Practitioners may (i) include all or selected provisions in the public filing, (ii) relocate sensitive terms to a private Operating Agreement, or (iii) use the attached exhibits as drafting stock. Delete bracketed guidance before finalization.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibits & Schedules
1. DOCUMENT HEADER
1.1 Effective Date. These Articles of Organization (“Articles”) are effective as of the date endorsed by the ACC (the “Effective Date”).
1.2 Formation. The undersigned Organizer submits these Articles pursuant to the Arizona Limited Liability Company Act, Ariz. Rev. Stat. Ann. § 29-3101 et seq. (the “Act”).
1.3 Name. The limited liability company’s legal name is [FULL LEGAL NAME OF LLC] (the “Company”). The name includes the required designator “Limited Liability Company,” “L.L.C.,” or “LLC.”
1.4 Principal Place of Business. [STREET ADDRESS, CITY, AZ, ZIP] (the “Principal Office”).
1.5 Statutory Agent. [NAME OF STATUTORY AGENT], whose Arizona street address is [AGENT STREET ADDRESS, CITY, AZ, ZIP], hereby accepts appointment as the Company’s statutory agent.
2. DEFINITIONS
For clarity and cross-reference, capitalized terms have the meanings set forth below. Terms defined in the Act and not otherwise defined herein have the meanings assigned to them in the Act.
“Act” – The Arizona Limited Liability Company Act, Ariz. Rev. Stat. Ann. § 29-3101 et seq., as amended.
“Additional Capital Contribution” – Any capital provided after the Initial Contribution pursuant to Section 3.6.
“Articles” – These Articles of Organization, including all Exhibits and Schedules, as amended from time to time.
“Company” – Defined in Section 1.3.
“Manager” – A Person designated to manage the Company’s affairs under Section 3.4.
“Member” – A Person admitted as a member pursuant to the Act and Section 3.3.
“Person” – Any individual, entity, trust, or governmental authority.
“Statutory Agent” – Defined in Section 1.5.
[// GUIDANCE: Add or delete defined terms to match selected provisions.]
3. OPERATIVE PROVISIONS
3.1 Purpose. The Company is organized to engage in any lawful business for which a limited liability company may be formed under the Act, including but not limited to [SPECIFY PRIMARY BUSINESS, e.g., real-estate investment, software development], and any activities incidental or related thereto.
3.2 Duration. The Company’s existence shall be perpetual unless dissolved in accordance with the Act or Section 6.2.
3.3 Members.
(a) Initial Members. The following Persons are admitted as Members effective as of the Effective Date:
• [NAME], [ADDRESS] – [PERCENTAGE]% Ownership
• [NAME], [ADDRESS] – [PERCENTAGE]% Ownership
(b) Admission of Additional Members requires the unanimous written consent of the Members unless otherwise provided in the Operating Agreement.
3.4 Management. The Company is:
☐ Member-Managed ☐ Manager-Managed
[// GUIDANCE: Check one box.]
If Manager-Managed, the initial Manager(s) are: [NAME & ADDRESS]. The Manager(s) shall have the power and authority described in the Operating Agreement and the Act.
3.5 Capital Contributions. On the Effective Date each Member shall contribute the property or cash described in Schedule A (collectively, the “Initial Contributions”).
3.6 Additional Capital Contributions. No Member shall be required to make Additional Capital Contributions without that Member’s written consent.
3.7 Limitation of Liability. Except as expressly required by the Act, no Member or Manager shall be liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member or Manager.
4. REPRESENTATIONS & WARRANTIES
Each Organizer, Member, and Manager represents and warrants to the Company and to the other Members that:
4.1 Authority. Such Person has full legal capacity, right, and authority to execute and deliver these Articles and to perform the obligations herein.
4.2 No Conflicts. The execution, delivery, and performance of these Articles do not violate any agreement or applicable law binding on such Person.
4.3 Compliance with Law. All information provided herein is accurate and complete in all material respects and complies with the Act and any other applicable law.
Survival. The foregoing representations and warranties survive the Effective Date and the filing of these Articles.
5. COVENANTS & RESTRICTIONS
5.1 Operating Agreement. The Members shall adopt a written Operating Agreement within ninety (90) days after the Effective Date. Until adopted, these Articles govern the rights and duties of the Members and Managers to the fullest extent permitted by the Act.
5.2 Books and Records. The Company shall maintain books and records required by A.R.S. § 29-3410 at the Principal Office and make them available for inspection during regular business hours.
5.3 Tax Classification. The Company shall elect to be treated for U.S. federal income tax purposes as: ☐ a partnership ☐ an S-Corporation ☐ a disregarded entity. [// GUIDANCE: Select or delete.]
5.4 Compliance with Law. The Company shall comply in all material respects with every applicable statute, regulation, and ordinance, including local business licensing requirements.
6. DEFAULT & REMEDIES
6.1 Events of Default. Any of the following constitutes an “Event of Default”:
(a) Material breach of these Articles or the Operating Agreement;
(b) Filing of voluntary or involuntary bankruptcy against a Member or Manager that is not dismissed within sixty (60) days;
(c) Fraud, willful misconduct, or gross negligence in connection with Company affairs.
6.2 Remedies. Upon the occurrence of an Event of Default, the non-defaulting Members may, in addition to any remedy available at law or in equity:
(i) Require the defaulting Member to sell its Interest under the buy-out formula in Schedule B;
(ii) Seek specific performance, injunctive relief, or declaratory judgment;
(iii) Dissolve the Company upon the vote of Members holding at least two-thirds (2/3) of the Membership Interests.
6.3 Attorneys’ Fees. The prevailing party in any action to enforce these Articles is entitled to recover its reasonable attorneys’ fees and costs.
7. RISK ALLOCATION
7.1 Indemnification. Except as limited by the Act, the Company shall indemnify and hold harmless each Member, Manager, and Officer (an “Indemnitee”) from any claim or liability incurred by reason of such Person’s status as an Indemnitee, provided that the act or omission arose within the scope of Company authority and did not constitute fraud, willful misconduct, or a knowing violation of law.
7.2 Advancement of Expenses. The Company shall advance expenses to an Indemnitee upon receipt of an undertaking to repay if it is ultimately determined that the Indemnitee is not entitled to indemnification.
7.3 Insurance. The Company shall maintain commercially reasonable general liability and directors & officers (“D&O”) insurance covering the Indemnitees.
7.4 Limitation of Liability. To the fullest extent permitted by the Act and applicable law, an Indemnitee’s liability to the Company and the Members is limited to the amount of such Person’s Capital Contributions; consequential, exemplary, or punitive damages are expressly waived.
7.5 Force Majeure. No Party shall be liable for failure to perform if performance is prevented by an event beyond its reasonable control, including acts of God, war, terrorism, pandemic, or governmental order (“Force Majeure”). The affected Party shall promptly notify the others and use commercially reasonable efforts to resume performance.
8. DISPUTE RESOLUTION
8.1 Governing Law. These Articles are governed by and construed in accordance with the laws of the State of Arizona, without regard to conflict-of-law rules.
8.2 Forum Selection. Any dispute arising under these Articles shall be litigated exclusively in the Arizona Commercial Court or, if unavailable, the Superior Court of the State of Arizona, [COUNTY].
8.3 Arbitration (Optional). By unanimous written consent, the Members may elect to submit any dispute to binding arbitration administered by [ARBITRATION ADMINISTRATOR] in accordance with its commercial rules. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Trial Waiver (Optional). EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY LITIGATION ARISING OUT OF OR RELATING TO THESE ARTICLES.
8.5 Injunctive Relief. Nothing herein shall preclude a Party from seeking provisional or injunctive relief in court to prevent irreparable harm pending the outcome of arbitration or litigation.
9. GENERAL PROVISIONS
9.1 Amendments. These Articles may be amended only by filing Articles of Amendment with the ACC, executed by at least one Member, and by obtaining the approval threshold set forth in the Operating Agreement (or unanimous approval if none).
9.2 Waiver. No waiver of any breach or default hereunder shall be effective unless in writing, nor shall any waiver operate as a waiver of any subsequent breach.
9.3 Assignment. No Member may assign or transfer its Interest except as permitted in the Operating Agreement and the Act.
9.4 Successors and Assigns. These Articles bind and inure to the benefit of the Parties and their respective successors, assigns, heirs, and legal representatives.
9.5 Severability. If any provision of these Articles is held invalid or unenforceable, the remaining provisions shall remain in full force and shall be construed to effectuate the original intent.
9.6 Entire Agreement. These Articles (and the Operating Agreement when adopted) constitute the entire agreement among the Members with respect to the subject matter hereof and supersede all prior agreements, whether written or oral.
9.7 Counterparts; Electronic Signatures. These Articles may be executed in multiple counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures delivered via PDF, DocuSign, or other reliable electronic means are deemed original signatures.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Organizer executes these Articles as of the date set forth below and certifies under penalty of perjury that the information contained herein is accurate.
| Organizer | Signature | Date |
|---|---|---|
| [NAME] | ________ | __ |
Acceptance of Statutory Agent Appointment:
I, [NAME OF STATUTORY AGENT], hereby acknowledge and accept the appointment as Statutory Agent for [FULL LEGAL NAME OF LLC].
| Statutory Agent | Signature | Date |
|---|---|---|
| [NAME] | ________ | __ |
[// GUIDANCE: Notarization is not required for ACC filings but may be added for additional evidentiary value.]
11. EXHIBITS & SCHEDULES
• Schedule A – Initial Capital Contributions
• Schedule B – Buy-Out Formula & Valuation Methodology
• Exhibit 1 – Publication Notice (to satisfy A.R.S. § 29-3202)
• Exhibit 2 – Optional Operating Agreement Outline
Exhibit 1
FORM OF PUBLICATION NOTICE
(To be published three consecutive times in a newspaper of general circulation in the county of the Company’s Principal Office, unless the Principal Office is located in Maricopa or Pima County.)
Notice of Formation
[FULL LEGAL NAME OF LLC] has been formed under the Arizona Limited Liability Company Act. The address of the registered office is [ADDRESS]. The name and street address of the Statutory Agent are [NAME & ADDRESS]. Management of the limited liability company is [member-managed/manager-managed]. [OPTIONAL: Business purpose.]
[// GUIDANCE: File the Articles with the ACC, pay the requisite filing fee, and calendar the publication deadline (within 60 days after ACC approval, unless exempt). Retain proof of publication. Adopt and maintain an Operating Agreement to govern internal affairs and protect limited-liability status.]