**ARTICLES OF ORGANIZATION

of
[​LLC NAME]**

Prepared for filing with the California Secretary of State pursuant to the California Revised Uniform Limited Liability Company Act (Cal. Corp. Code § 17701.01 et seq.).

[// GUIDANCE: This template is meant for immediate attorney use. Bracketed language must be customized before filing. Delete all guidance notes prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Recitals
3. Definitions
4. Operative Provisions
   4.1 Formation; Name; Purpose
   4.2 Principal Office & Service of Process
   4.3 Term; Effective Date
   4.4 Management Structure
   4.5 Capital & Membership Interests (Optional)
5. Representations & Warranties (Limited)
6. Covenants & Restrictions (Optional)
7. Default & Remedies (Optional)
8. Risk Allocation
   8.1 Indemnification
   8.2 Limitation of Liability
9. Dispute Resolution
   9.1 Governing Law
   9.2 Forum Selection
   9.3 Arbitration (Optional)
   9.4 Jury Waiver (Optional)
   9.5 Injunctive Relief
10. General Provisions
11. Execution Block

1. DOCUMENT HEADER

1.1 Document Title
Articles of Organization of [​LLC NAME], a California Limited Liability Company.

1.2 Parties
These Articles are executed by the Organizer(s) identified in Section 11 on behalf of the limited liability company to be formed hereby.

1.3 Consideration & Filing
These Articles are executed and delivered for filing with the California Secretary of State in consideration of the mutual covenants herein and in accordance with Cal. Corp. Code § 17702.01.

1.4 Effective Date
The effective date of the limited liability company (“Company”) shall be the date and time of filing by the Secretary of State unless a delayed effective date is specified in Section 4.3.

2. RECITALS

A. The Organizer(s) desire to form a limited liability company under the laws of the State of California.
B. The Organizer(s) intend that the Company be governed by the California Revised Uniform Limited Liability Company Act and by an Operating Agreement to be adopted by its Member(s).

3. DEFINITIONS

For purposes of these Articles, the following capitalized terms shall have the meanings set forth below:

“Act” means the California Revised Uniform Limited Liability Company Act, Cal. Corp. Code § 17701.01 et seq., as amended.
“Articles” means these Articles of Organization, including any amendments or restatements filed with the California Secretary of State.
“Company” has the meaning given in Section 4.1.
“Manager” means any Person named in Section 4.4 as a Manager of the Company.
“Member” means any Person admitted as a member of the Company pursuant to the Act and the Operating Agreement.
“Operating Agreement” means the written agreement (and any amendments) governing the internal affairs of the Company and the conduct of its business pursuant to Cal. Corp. Code § 17701.02(s).

4. OPERATIVE PROVISIONS

4.1 Formation; Name; Purpose

(a) The Organizer(s) hereby form a limited liability company under the Act. The name of the Company is “[​LLC NAME]”.
(b) 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.

4.2 Principal Office & Service of Process

(a) Principal Office. The street address of the Company’s initial designated principal office in California is:
[STREET ADDRESS]
[CITY], CA [ZIP].

(b) Agent for Service of Process. The name and California street address of the initial agent for service of process are:
[AGENT NAME],
[AGENT STREET ADDRESS],
[CITY], CA [ZIP].

[// GUIDANCE: A corporate registered agent may be named, provided it is authorized by the CA SOS.]

4.3 Term; Effective Date

(a) The Company shall have perpetual existence, unless dissolved in accordance with the Act or the Operating Agreement.
(b) Delayed Effective Date (if any): [Insert mm/dd/yyyy (optional—not more than 90 days after filing)].

4.4 Management Structure

(a) Management of the Company shall be:
☐ Member-Managed   ☐ Manager-Managed

(b) If Manager-Managed, the name and address of each initial Manager are:
1. [MANAGER NAME] – [ADDRESS]
2. [MANAGER NAME] – [ADDRESS]

4.5 Capital & Membership Interests (Optional)

[// GUIDANCE: The Act does not require capital or membership information in the Articles; include only if desired for public record.]

5. REPRESENTATIONS & WARRANTIES

5.1 Organizer Authority. Each Organizer represents that they are of legal age and have the legal capacity to execute and file these Articles.

5.2 Accuracy of Information. Each Organizer warrants that the information contained herein is true, correct, and complete to the best of their knowledge.

[// GUIDANCE: Additional representations customarily reside in the Operating Agreement rather than Articles.]

6. COVENANTS & RESTRICTIONS (Optional)

[// GUIDANCE: Use this section only if the members intentionally wish to impose publicly filed restrictions (e.g., limitations on authority). Most practitioners omit.]

7. DEFAULT & REMEDIES (Optional)

[// GUIDANCE: Enforcement and default provisions are generally housed in the Operating Agreement; include here only if there is a strategic benefit.]

8. RISK ALLOCATION

8.1 Indemnification of Members, Managers, and Agents

(a) The Company shall indemnify any Member, Manager, or other Person acting on behalf of the Company to the fullest extent permitted by the Act against any and all losses, liabilities, and expenses incurred by reason of such Person’s status or activities on behalf of the Company, except to the extent such losses result from that Person’s fraud, willful misconduct, or knowing violation of law.

(b) The indemnification rights set forth herein are not exclusive of any rights under the Operating Agreement or applicable law.

8.2 Limitation of Liability

To the maximum extent permitted by the Act, no Member, Manager, or Officer of the Company shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member, Manager, or Officer.

9. DISPUTE RESOLUTION

9.1 Governing Law

These Articles and the internal affairs of the Company shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles.

9.2 Forum Selection

Any suit, action, or proceeding arising out of or relating to the Company’s internal affairs that is not subject to arbitration under Section 9.3 shall be brought exclusively in the [state_business_court] of the State of California, and each Member and Manager irrevocably submits to such jurisdiction.

9.3 Arbitration (Optional)

At the election of the Company or any Member, any dispute among Members, Managers, and/or the Company arising out of the Operating Agreement or internal affairs of the Company shall be resolved by binding arbitration administered by [ARBITRATION ADMINISTRATOR] in accordance with its rules then in effect. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

9.4 Jury Waiver (Optional)

To the extent permitted by applicable law, the Company, its Members, and Managers hereby waive trial by jury in any action or proceeding relating to the Company.

9.5 Injunctive Relief

Nothing in this Section 9 shall preclude any party from seeking interim or provisional injunctive relief in the state_business_court of the State of California as may be necessary to enforce the purposes of these Articles or to protect the Company’s assets.

10. GENERAL PROVISIONS

10.1 Amendments. These Articles may be amended or restated only in accordance with the Act and pursuant to the procedures set forth in the Operating Agreement.

10.2 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 shall be interpreted to effectuate the intent of the parties.

10.3 Integration. These Articles, together with any duly filed amendments, constitute the entire Articles of Organization of the Company.

10.4 Counterparts; Electronic Signatures. These Articles may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted electronically shall be deemed original signatures for all purposes.

11. EXECUTION BLOCK

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

NOTARY ACKNOWLEDGMENT (Optional for Filing)

[// GUIDANCE: California SOS does not require notarization of Form LLC-1; consider notarization if preferred for internal record-keeping.]

APPENDIX A – PUBLICATION & OPERATING AGREEMENT NOTICES

A. Publication Requirements. California currently imposes no statutory publication requirement for newly formed LLCs.

B. Operating Agreement Mandate. Cal. Corp. Code § 17701.02(s) contemplates a written or oral Operating Agreement; best practice and lender diligence require a written Operating Agreement executed promptly after filing these Articles.

[// GUIDANCE: Attach an Operating Agreement template or summary for client use.]

End of Document