ARTICLES OF ORGANIZATION

AND INITIAL OPERATING PROVISIONS

OF [FULL LEGAL NAME OF LLC]

a Colorado Limited Liability Company

TABLE OF CONTENTS

1. Document Header (Statutory Filing Content)
2. Definitions
3. Operative Provisions (Statutory & Internal)
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block (Statutory Filing Content)

1. DOCUMENT HEADER (Statutory Filing Content)

1.1 Effective Date. These Articles of Organization (“Articles”) are effective upon the later of (a) filing with the Colorado Secretary of State or (b) [DELAYED DATE/TIME, if any; otherwise “the date of filing”] (“Effective Date”).

1.2 Name. The name of the limited liability company is “[FULL LEGAL NAME OF LLC]” (the “Company”). The name complies with Colo. Rev. Stat. § 7-90-601 and § 7-80-103.

1.3 Principal Office. The street address of the Company’s principal office is:
[STREET ADDRESS]
[CITY], Colorado [ZIP]

1.4 Registered Agent and Registered Office. Pursuant to Colo. Rev. Stat. § 7-90-701, the registered agent and registered office of the Company in Colorado are:
• Registered Agent: [NAME OF REGISTERED AGENT]
• Street Address: [STREET ADDRESS]
• Mailing Address: [MAILING ADDRESS] (if different)

1.5 Form of Management. The Company will be managed by:
☐ One or more Managers           ☐ Its Members
[SELECT ONE]

1.6 Organizer. The name and address of the Organizer executing these Articles are:
[NAME]
[ADDRESS]

1.7 Duration. The Company’s term is perpetual unless dissolved in accordance with these Articles or the Colorado Limited Liability Company Act, Colo. Rev. Stat. § 7-80-101 et seq. (the “Act”).

2. DEFINITIONS

“Act” means the Colorado Limited Liability Company Act, Colo. Rev. Stat. § 7-80-101 et seq.
“Articles” has the meaning set forth in Section 1.1.
“Arbitration Election” has the meaning set forth in Section 8.3.
“Capital Contribution” means the total value of cash, property, and services contributed to the Company by a Member.
“Company” has the meaning set forth in Section 1.2.
“Indemnified Party” has the meaning set forth in Section 7.1.
“Manager” means a person elected pursuant to Section 3.3 to manage the Company.
“Member” means each Person admitted as a member in accordance with the Act and these Articles.
“Operating Agreement” means any written agreement among the Members concerning the affairs of the Company and the conduct of its business, as amended from time to time.
“Person” means any individual or entity recognized at law.

3. OPERATIVE PROVISIONS

3.1 Purpose. The Company is formed for any lawful purpose for which a limited liability company may be organized under Colorado law, including but not limited to [SPECIFIC BUSINESS PURPOSE].

3.2 Powers. The Company shall possess all powers available under the Act, together with any powers incidental thereto.

3.3 Management.
(a) Manager-Managed. If Manager management is elected in Section 1.5, the Members shall appoint one or more Managers by majority vote of Membership Interests. A Manager may but need not be a Member.
(b) Member-Managed. If Member management is elected, each Member is an agent of the Company for the purpose of its business, as provided in Colo. Rev. Stat. § 7-80-405.

3.4 Capital Contributions. Initial Capital Contributions of each Member are set forth on Exhibit A attached hereto.

3.5 Additional Capital Calls. No Member shall be required to make additional Capital Contributions without that Member’s consent.

3.6 Allocation of Profits and Losses. Until an Operating Agreement provides otherwise, profits and losses shall be allocated among the Members proportionately to their Capital Contributions.

3.7 Distributions. Distributions of cash or other assets shall be made at such times and in such amounts as determined by the Managers (or Members, if Member-managed), subject to the Act.

3.8 Admission of Additional Members. Additional Members may be admitted only with unanimous written consent of the existing Members.

3.9 Operating Agreement Mandate. The Members shall adopt a comprehensive Operating Agreement within [90] days after the Effective Date. Until adoption, these Articles serve as the Company’s governing instrument.

4. REPRESENTATIONS & WARRANTIES

Each Organizer and each Person who becomes a Member represents and warrants to the Company and to the other Members that:

4.1 Authority. Such Person has full power and authority to execute and deliver any document required for admission and to perform their obligations under these Articles.

4.2 No Conflict. The execution, delivery, and performance of these Articles do not and will not conflict with any agreement or judicial order binding on such Person.

4.3 Investment Intent. Any Membership Interest acquired is for investment only and not with a view to distribution in violation of applicable securities laws.

4.4 Survival. The representations and warranties in this Article 4 survive the Effective Date and each Person’s admission as a Member.

5. COVENANTS & RESTRICTIONS

5.1 Compliance with Law. The Company and its Members shall comply with all applicable federal, state, and local laws and regulations.

5.2 Non-Competition. Unless otherwise agreed in writing, no Member or Manager shall, without the prior written consent of the disinterested Members holding a majority of the Membership Interests, engage in any business that is directly competitive with the primary business of the Company within [GEOGRAPHIC AREA/“the State of Colorado”].

5.3 Books and Records. The Company shall maintain books, records, and accounts at its principal office, open to inspection by any Member during business hours upon [3] Business Days’ notice.

5.4 Confidentiality. Each Member and Manager shall keep confidential all non-public information concerning the Company.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute “Events of Default”:
(a) A material breach of these Articles or the Operating Agreement that remains uncured for more than [30] days after written notice;
(b) Bankruptcy, insolvency, or assignment for the benefit of creditors by a Member; or
(c) Any act or omission constituting fraud, gross negligence, or willful misconduct against the Company or its Members.

6.2 Cure Period. Except for Events of Default under Section 6.1(c), the defaulting party shall have the applicable cure period stated in Section 6.1 before enforcement action may be taken.

6.3 Remedies. Upon an Event of Default, the non-defaulting Members may exercise one or more of the following remedies:
(a) Specific performance or injunctive relief;
(b) Expulsion of the defaulting Member pursuant to Colo. Rev. Stat. § 7-80-301.5;
(c) Offsetting damages against any distributions otherwise payable; and
(d) Attorneys’ fees and expenses incurred in enforcement, recoverable pursuant to Section 6.4.

6.4 Attorneys’ Fees. The prevailing party in any dispute arising under these Articles shall be entitled to recover reasonable attorneys’ fees, costs, and expenses.

7. RISK ALLOCATION

7.1 Indemnification. To the fullest extent permitted by the Act, the Company shall indemnify any Member, Manager, organizer, or officer (each, an “Indemnified Party”) against any claim, loss, or liability incurred by reason of the fact that such Person is or was acting in such capacity, provided the conduct was in good faith and in a manner reasonably believed to be in or not opposed to the Company’s interests.

7.2 Advance of Expenses. Expenses incurred by an Indemnified Party in defending any proceeding may be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking to repay such amounts if it is ultimately determined the Indemnified Party is not entitled to indemnification.

7.3 Limitation of Liability. No Member, Manager, organizer, or officer shall be liable to the Company or to any third party for monetary damages except to the extent such damages are the result of (a) breach of the duty of loyalty, (b) acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law, or (c) any transaction from which such Person derived an improper personal benefit. Nothing herein restricts any liability that cannot be limited under the Act.

7.4 Insurance. The Company shall procure and maintain commercially reasonable liability insurance (including Directors & Officers / “D&O” coverage) naming the Indemnified Parties as insureds, unless waived by unanimous Member consent.

7.5 Force Majeure. No party shall be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disputes, or governmental actions, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law. These Articles and any dispute arising hereunder are governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles.

8.2 Forum Selection. Any suit, action, or proceeding arising out of or relating to these Articles shall be instituted exclusively in the [Colorado Business Court / “District Court for the City and County of Denver, Colorado”] (the “Designated Court”), and each party irrevocably submits to the jurisdiction of such court.

8.3 Arbitration (Optional). By checking the box below, the Members may elect to require binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in [Denver], Colorado.
☐ Arbitration Election – If checked, Section 8.3 applies and any dispute shall be resolved by arbitration instead of litigation in the Designated Court.

8.4 Jury Waiver (Optional). To the extent permitted by law, each party waives any right to a trial by jury in the Designated Court for any dispute arising out of these Articles.

8.5 Injunctive Relief. Notwithstanding any other provision, any party may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies in the Designated Court to protect its rights pending resolution of the underlying dispute.

9. GENERAL PROVISIONS

9.1 Amendments. These Articles may be amended only by (a) filing Articles of Amendment with the Colorado Secretary of State as required by the Act and (b) obtaining the consent of Members holding at least [--%] of the Membership Interests, unless otherwise mandated by the Act.

9.2 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 a waiver on any future occasion.

9.3 Assignment. Except as expressly permitted herein or in the Operating Agreement, no Member may assign or encumber its Membership Interest, in whole or in part, without the prior written consent of all non-transferring Members.

9.4 Successors and Assigns. These Articles bind and inure to the benefit of the parties and their respective heirs, successors, and permitted assigns.

9.5 Severability. If any provision of these Articles is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable.

9.6 Integration. These Articles constitute the entire agreement of the Members with respect to the subject matter hereof and supersede all prior writings or oral agreements relating thereto, except any Operating Agreement adopted in accordance with Section 3.9.

9.7 Counterparts; Electronic Signatures. These Articles may be executed in one or more counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. Signatures transmitted by electronic means (e.g., DocuSign, PDF) are deemed original signatures for all purposes.

10. EXECUTION BLOCK (Statutory Filing Content)

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

[If Manager-Managed]
Accepted on behalf of the Company by the initial Manager(s):

[If Member-Managed]
Accepted by the initial Member(s):

[NOTARY BLOCK – OPTIONAL; Colorado does not require notarization for Articles of Organization, but some practitioners prefer a notarial acknowledgment for evidentiary purposes.]

EXHIBIT A

Initial Capital Contributions & Percentage Interests

© [YEAR] Prepared by [LAW FIRM / AUTHOR]. All rights reserved. Reproduction or use is permitted only in connection with professional legal services rendered to a specific client.