ARTICLES OF ORGANIZATION

of

[COMPANY NAME]
a District of Columbia Limited Liability Company

[// GUIDANCE: This template is drafted to satisfy the District of Columbia Business Organizations Act, D.C. Code § 29-801.01 et seq., and to incorporate the user-specified metadata (governing law, forum, arbitration, jury waiver, injunctive relief, indemnification, and liability caps). Bracketed terms must be customized before filing. Delete any bracketed options that do not apply.]

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

(Internal headings are hyper-linked for ease of navigation in electronic form.)

1. DOCUMENT HEADER

1.1 Title; Formation Authority

These Articles of Organization (these “Articles”) are adopted and executed pursuant to D.C. Code § 29-802.01 (2013 Repl.) to form a limited liability company (the “Company”) under the laws of the District of Columbia.

1.2 Effective Date

The effective date of the Company’s formation (the “Effective Date”) shall be the date of filing of these Articles by the Corporations Division of the District of Columbia Department of Licensing and Consumer Protection (“DLCP”) or [SELECT: a delayed effective date of _____________, 20__].

1.3 Organizers

The person(s) executing these Articles (each, an “Organizer”) is/are:
• Name: [ORGANIZER 1]
• Address: [ORGANIZER 1 ADDRESS]
(Add additional Organizers as needed.)

2. DEFINITIONS

The following defined terms apply throughout these Articles unless the context clearly requires otherwise. Capitalized terms used but not defined herein have the meanings ascribed in the District of Columbia Limited Liability Company Act.

“Company” – [COMPANY NAME], the District of Columbia limited liability company formed by these Articles.
“DLCP” – District of Columbia Department of Licensing and Consumer Protection.
“Member” – A person admitted as a member of the Company in accordance with the Operating Agreement or these Articles.
“Operating Agreement” – The written limited liability company operating agreement required by Article 3.11 of these Articles, as amended from time to time.
“Registered Agent” – The individual or entity appointed in Article 3.6 as the Company’s registered agent for service of process pursuant to D.C. Code § 29-104.04.

(Additional definitions may be inserted as needed.)

3. OPERATIVE PROVISIONS

3.1 Name

The name of the Company is [COMPANY NAME], which shall include without abbreviation the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC,” as required by D.C. Code § 29-802.02.

3.2 Term

The Company shall have perpetual existence unless sooner dissolved in accordance with the Operating Agreement or the Act.

3.3 Purpose

The Company is formed for any lawful purpose for which a limited liability company may be organized in the District of Columbia, including but not limited to [INSERT SPECIFIC BUSINESS PURPOSE, e.g., “owning and managing real estate”].

3.4 Principal Office

Street Address: [PRINCIPAL OFFICE STREET]
City/State/Zip: Washington, DC [ZIP]

3.5 Mailing Address (if different)

[MAILING ADDRESS]

3.6 Registered Agent and Registered Office

Pursuant to D.C. Code § 29-104.04, the Company designates:
• Registered Agent Name: [REGISTERED AGENT NAME]
• Registered Office: [REGISTERED OFFICE ADDRESS], Washington, DC [ZIP]

The Registered Agent’s signed written consent to appointment is attached as Exhibit A.

[// GUIDANCE: DLCP rejects filings that do not include either the Registered Agent’s manual signature or a separate executed consent.]

3.7 Management Structure

SELECT ONE:
a. ☐ Member-Managed. The Company shall be managed by its Members.
b. ☐ Manager-Managed. Management of the Company is vested in one or more Managers. The initial Manager(s) is/are:
 • Name: [MANAGER 1]; Address: [MANAGER ADDRESS]
(Add additional Managers as needed.)

3.8 Initial Members

The following person(s) are admitted as initial Members as of the Effective Date:
 • Name: [MEMBER 1]; Address: [MEMBER ADDRESS]
 • Capital Contribution: $[___] (cash / property / services)

3.9 Limited Liability

No Member, Manager, Organizer, or agent of the Company shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being such, except to the extent expressly required by the Act.

3.10 Indemnification

To the fullest extent permitted by applicable law, the Company shall indemnify, defend, and hold harmless each Member, Manager, Organizer, officer, employee, or agent (each, an “Indemnified Party”) from and against any and all claims, liabilities, and expenses (including reasonable attorneys’ fees) arising out of such Indemnified Party’s status or acts on behalf of the Company, except to the extent such claim results from the Indemnified Party’s gross negligence, willful misconduct, or knowing violation of law.

3.11 Operating Agreement Mandate

Within thirty (30) days after the Effective Date, the Members shall adopt a written Operating Agreement governing the business and affairs of the Company. Failure to adopt an Operating Agreement shall not affect the Company’s existence but may impair its internal governance.

3.12 Records; Inspection Rights

The Company shall maintain at its principal office the records required by D.C. Code § 29-803.07 and shall make them available for inspection by any Member or Manager upon reasonable request.

3.13 Publication Requirement

Within ninety (90) days after the Effective Date, the Company shall cause a Notice of Formation to be published once each week for two (2) consecutive weeks in a newspaper of general circulation in the District of Columbia, and shall file an affidavit of publication with DLCP promptly thereafter.

[// GUIDANCE: Although publication is not presently mandated by the D.C. statute, this clause is included per user instruction and to allow compliance should local regulations, financing covenants, or contracting counterparties require publication.]

4. REPRESENTATIONS & WARRANTIES

Each Organizer represents and warrants that:
a. He/She/It has full authority to execute and file these Articles;
b. All information contained herein is true, correct, and complete as of the date set forth below; and
c. The execution and filing of these Articles do not violate any agreement to which the Organizer is a party.

(These representations survive filing for a period of one (1) year.)

5. COVENANTS & RESTRICTIONS

a. Compliance. The Company shall comply with all applicable federal, state, and local laws, regulations, and licensing requirements.
b. Amendments. Any amendment to these Articles must be approved in the manner required by the Operating Agreement and filed with DLCP as an “Articles of Amendment.”
c. Notice of Change. The Company shall promptly file Articles of Amendment or a Statement of Change to reflect any change in its name, Registered Agent, or Registered Office.

6. DEFAULT & REMEDIES

a. Failure to Publish. If the Company fails to satisfy the publication requirement in Article 3.13, any Member may, after ten (10) days’ written notice, cause such publication at the Company’s expense and may seek reimbursement plus interest at the rate of [___] % per annum.
b. Deadlock. In the event of management deadlock not resolved within thirty (30) days, any Member or Manager may invoke the dispute resolution procedures of Article 8.
c. Attorney Fees. In any action to enforce these Articles or the Operating Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees and costs.

7. RISK ALLOCATION

7.1 Limited Liability Cap

No Member or Manager shall be liable to the Company or to any other Member for monetary damages in excess of the aggregate amount of such person’s capital contributions, except as otherwise required by the Act or expressly set forth in the Operating Agreement.

7.2 Insurance

The Company shall use commercially reasonable efforts to obtain and maintain liability insurance (including D&O coverage if manager-managed) with minimum limits of $[___] per occurrence.

7.3 Force Majeure

No party shall be liable to the Company or any Member for any delay or failure to perform resulting from acts of God, war, terrorism, pandemic, governmental action, supply-chain interruption, or other event beyond the party’s reasonable control.

8. DISPUTE RESOLUTION

8.1 Governing Law

These Articles and the rights of the Members and Managers shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflicts-of-law principles.

8.2 Forum Selection

Any civil action arising out of or relating to the Company shall be brought exclusively in the Business Court Calendar of the Superior Court of the District of Columbia (or any successor specialized business forum). Each party irrevocably submits to that forum and waives any objection based on venue or forum non conveniens.

8.3 Arbitration (Optional)

☐ If this box is checked, any dispute not resolved within thirty (30) days by negotiation shall be finally resolved by binding arbitration administered by [AAA / JAMS] in Washington, DC, under its Commercial Arbitration Rules. The arbitrator may grant injunctive relief and shall award prevailing-party attorneys’ fees. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional)

☐ EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THE COMPANY.

8.5 Injunctive Relief

Nothing in this Article 8 shall limit any party’s right to seek provisional or injunctive relief in aid of arbitration or to prevent irreparable harm.

9. GENERAL PROVISIONS

9.1 Amendment and Waiver

Except as otherwise required by the Act, these Articles may be amended only by the affirmative vote of Members holding more than [___] % of the Percentage Interests and, if manager-managed, with the consent of a Majority-in-Interest of Managers. Waivers must be in writing and signed by the party waiving.

9.2 Assignment

No Member may assign, pledge, or otherwise transfer its interest in the Company except as permitted by the Operating Agreement and the Act. Any unauthorized transfer is void.

9.3 Successors and Assigns

These Articles bind and benefit the Company’s successors and permitted assigns.

9.4 Severability

If any provision of these Articles is held invalid or unenforceable, the remainder shall be interpreted to best effectuate the parties’ intent.

9.5 Entire Agreement

These Articles, together with the Operating Agreement and any written membership admission agreements, constitute the entire agreement among the parties regarding the subject matter and supersede all prior oral or written agreements.

9.6 Counterparts; Electronic Signatures

These Articles may be executed in one or more counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Signatures transmitted electronically (e.g., PDF, DocuSign) are enforceable as originals.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer(s) execute these Articles of Organization on the date(s) set forth below and affirm under penalty of perjury that the facts stated herein are true.

STATEMENT OF ACCEPTANCE OF APPOINTMENT BY REGISTERED AGENT

I, [REGISTERED AGENT NAME], hereby consent to my appointment as Registered Agent for [COMPANY NAME] and certify that I am in compliance with the requirements of D.C. Code § 29-104.04.

___________________________
Signature of Registered Agent

Date: ____________, 20__

EXHIBIT A – AFFIDAVIT OF REGISTERED AGENT CONSENT

(Attach separate notarized consent if DLCP filing system requires.)

EXHIBIT B – AFFIDAVIT OF PUBLICATION

(To be filed after newspaper publication is completed.)

[// GUIDANCE:
1. File electronically via DLCP’s CorpOnline portal or submit paper Form DLC-1.
2. Pay the statutory filing fee (currently $220 for basic LLC formation; check DLCP schedule for updates).
3. Retain a certified copy stamped “Filed” by DLCP for the Company minute book.
4. After filing, obtain an EIN from the IRS, register for DC tax accounts (Form FR-500), and apply for any industry-specific licenses.
5. Calendar the 30-day deadline to adopt the Operating Agreement and the 90-day deadline for publication.]