LLC Articles of Organization

CERTIFICATE OF ORGANIZATION

of

[NAME OF LIMITED LIABILITY COMPANY]

(A Connecticut Limited Liability Company)

TABLE OF CONTENTS

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

1. DOCUMENT HEADER

1.1 Name. The name of the limited liability company (the “Company”) is [NAME OF LIMITED LIABILITY COMPANY], which name shall contain the words “Limited Liability Company,” “L.L.C.” or “LLC” as required by Connecticut law.

1.2 Formation & Effective Date. This Certificate of Organization (this “Certificate”) is filed pursuant to the Connecticut Uniform Limited Liability Company Act (the “Act”) and becomes effective on [EFFECTIVE DATE OR “upon filing”].

1.3 Organizers. The undersigned [ORGANIZER NAME(S)] (each, an “Organizer”) execute(s) this Certificate for the purpose of forming the Company under the Act.

2. DEFINITIONS

Unless the context clearly indicates otherwise, capitalized terms have the meanings set forth below. Defined terms apply uniformly throughout this Certificate, the Operating Agreement (as defined below), and all ancillary documents.

“Act” – The Connecticut Uniform Limited Liability Company Act, as amended from time to time.

“Company” – [NAME OF LIMITED LIABILITY COMPANY], the Connecticut limited liability company formed by this Certificate.

“Manager” – A Person designated pursuant to Section 3.4 to manage the business and affairs of the Company.

“Member” – A Person admitted as such in accordance with the Act and the Operating Agreement.

“Operating Agreement” – The written agreement of the Members adopted pursuant to Section 3.6 hereof, as amended or restated from time to time.

“Person” – An individual, corporation, partnership, trust, limited liability company, or any other entity recognized by law.

3. OPERATIVE PROVISIONS

3.1 Principal Office. The mailing and street address of the Company’s principal office is
[STREET ADDRESS, CITY, STATE, ZIP].

3.2 Registered Agent and Office.
(a) Registered Office: [REGISTERED STREET ADDRESS, CT ZIP]
(b) Registered Agent for Service of Process: [REGISTERED AGENT NAME]

3.3 Purpose. 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.

3.4 Management Structure. The Company is:
☐ Member-Managed
☐ Manager-Managed
(Select one. If Manager-Managed, list initial Managers and their business addresses.)
[MANAGER NAME] – [ADDRESS]

3.5 Duration. The Company’s existence shall be perpetual unless dissolved in accordance with the Act or the Operating Agreement.

3.6 Operating Agreement. The Members shall enter into an Operating Agreement within [NUMBER] days after the effective date of this Certificate, which Operating Agreement shall govern the rights and obligations of the Members and Managers and may contain any provision not inconsistent with the Act.

3.7 Admission of Additional Members. Additional Members may be admitted pursuant to the terms of the Operating Agreement.

3.8 Publication. Connecticut imposes no statutory publication requirement for limited liability company formation. This Section is included to confirm compliance where publication is unnecessary.

4. REPRESENTATIONS & WARRANTIES

4.1 Authority. Each Organizer represents that he or she has full authority to execute and file this Certificate.

4.2 Compliance. The Company will conduct its business in compliance with all applicable federal, state, and local laws.

5. COVENANTS & RESTRICTIONS

5.1 Books and Records. The Company shall maintain the records required by the Act at its principal office.

5.2 Annual Reports. The Company shall file its annual report with the CTSOS on or before March 31 of each year, or such other date as may be prescribed by law.

5.3 Tax Classification. The Company will elect tax treatment consistent with the Operating Agreement.

6. DEFAULT & REMEDIES

6.1 Events of Default. A “Default” occurs if the Company fails to file any required document with the CTSOS, fails to maintain a registered agent, or becomes subject to administrative dissolution.

6.2 Cure Period. The Company shall have 60 days after notice of any Default from any Member or Manager to cure such Default.

6.3 Remedies. Upon Default, any Member may seek judicial or administrative relief, including reinstatement, injunctive relief, or dissolution, as permitted by the Act.

7. RISK ALLOCATION

7.1 Limited Liability. No Member, Manager, Organizer, or officer shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member, Manager, Organizer, or officer, except to the extent such liability is expressly imposed by the Act.

7.2 Indemnification. The Company shall indemnify and hold harmless each Indemnitee to the fullest extent permitted by the Act against any claim, demand, or liability arising out of such Indemnitee’s status or activities on behalf of the Company, provided that the Indemnitee acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company.

7.3 Advancement of Expenses. Expenses incurred by an Indemnitee in defending any proceeding shall be advanced by the Company prior to the final disposition of such proceeding upon receipt of an undertaking to repay such amount if it is ultimately determined that the Indemnitee is not entitled to indemnification.

7.4 Insurance. The Company may purchase and maintain insurance on behalf of any Indemnitee against any liability asserted against or incurred by such Person in any capacity related to the Company.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Certificate and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflicts-of-law principles.

8.2 Forum Selection. Any action arising under the Act or this Certificate shall be brought exclusively in the Connecticut Superior Court, Complex Litigation Docket (Business Court) or, if such court lacks jurisdiction, in the federal court located in the District of Connecticut.

8.3 Arbitration (Optional). At the election of any Member, and upon written notice to the other Members, any dispute among Members or between Members and the Company that is not resolved within thirty (30) days of written notice shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

8.4 Jury Trial Waiver (Optional). EACH PARTY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CERTIFICATE.

8.5 Injunctive Relief. Nothing in this Section 8 shall limit any party’s right to seek provisional or injunctive relief in a court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 Amendments. This Certificate may be amended or restated by filing a Certificate of Amendment with the CTSOS in accordance with the Act.

9.2 Severability. If any provision of this Certificate is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed in order to effectuate the original intent of the parties as closely as possible.

9.3 Counterparts & Electronic Signatures. This Certificate may be executed in any number of counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures transmitted by facsimile, PDF, or other electronic means shall be deemed originals for all purposes.

9.4 Integration. This Certificate constitutes the entire filing document of the Company and may not be contradicted by evidence of any prior contemporaneous oral agreement. Matters of internal governance are reserved to the Operating Agreement.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer(s) have executed this Certificate of Organization as of the Effective Date first written above.

CONSENT OF REGISTERED AGENT

I, [REGISTERED AGENT NAME], hereby consent to my appointment as Registered Agent of [NAME OF LIMITED LIABILITY COMPANY] as set forth in this Certificate of Organization.

______________________________
Signature of Registered Agent
Date: ___________________

END OF DOCUMENT