ARTICLES OF ORGANIZATION
OF
[FULL LEGAL NAME OF COMPANY], L.L.C.
A Florida Limited Liability Company

I. DOCUMENT HEADER
1. Parties and Organizer(s).
The undersigned [Organizer Name(s)] (each, an “Organizer”), being a natural person of the age of 18 years or older and acting pursuant to the Florida Revised Limited Liability Company Act, Fla. Stat. § 605.0201 (2023) (the “Act”), hereby forms a Florida limited liability company (the “Company”) as follows.

2. Effective Date.
   The effective date of these Articles of Organization (“Articles”) shall be (check one):
   ☐ the date of filing with the Florida Department of State; or
   ☐ [DELAYED EFFECTIVE DATE – must be ≤ 90 days after filing].

3. Jurisdiction & Governing Law.
   These Articles and any internal affairs of the Company shall be governed by and construed in accordance with the Act and other applicable laws of the State of Florida (collectively, “Florida LLC Law”).

[// GUIDANCE: The information in Sections 1–3 meets Fla. Stat. § 605.0201 filing requirements and establishes governing law consistent with the metadata.]

II. DEFINITIONS
For purposes of these Articles, capitalized terms have the meanings set forth below. Terms not defined herein shall have the meanings ascribed in the Act.

“Act” – The Florida Revised Limited Liability Company Act, Fla. Stat. ch. 605 (2023), as amended from time to time.
“Articles” – These Articles of Organization, including any amendments or restatements filed with the Florida Department of State.
“Company” – [Full Legal Name of Company], L.L.C.
“Manager” – A Person designated in compliance with Section III(6)(b) to manage the business and affairs of a Manager-Managed Company.
“Member” – A Person admitted as a member of the Company in accordance with the Act and the Operating Agreement.
“Operating Agreement” – A written agreement (whether called an operating agreement, limited liability company agreement, or similar) among the Members governing the Company’s affairs.
“Person” – An individual, corporation, partnership, trust, limited liability company, or other legal or commercial entity.

[// GUIDANCE: Keep the Definitions alphabetized to ensure quick reference; add or delete terms as appropriate for each filing.]

III. OPERATIVE PROVISIONS
1. Name.
The name of the Company is [FULL LEGAL NAME OF COMPANY], L.L.C. (or such other name that is available and compliant with Fla. Stat. § 605.0112).

2. Principal Office & Mailing Address.
   Street: [Principal Street Address, City, State, ZIP]
   Mailing (if different): [Mailing Address, City, State, ZIP]

3. Registered Agent & Registered Office.
   a. Registered Agent: [Name of Registered Agent]
   b. Registered Office Street Address (no P.O. Box): [Street, City, FL ZIP]
   c. Registered Agent’s Consent: The Registered Agent named herein has accepted the appointment and agrees to act as Registered Agent in accordance with Fla. Stat. § 605.0113(3).

4. Purpose.
   The Company is organized for any lawful purpose for which a limited liability company may be formed under Florida law, including, but not limited to, [specific principal business activities, e.g., “real estate investment and property management”], and to engage in any and all activities incidental or ancillary thereto.

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

6. Management Structure.
   a. Check one (select and complete only one):
   ☐ Member-Managed. The Company shall be managed by its Members.
   ☐ Manager-Managed. The Company shall be managed by one or more Managers.
   • Initial Manager(s): [Name, Address]
   b. Authority. A Manager-Managed Company’s Members shall have no authority to bind the Company solely by reason of being Members (§ 605.04073).

7. Authorized Person(s).
   The following individual(s) are authorized to execute and file these Articles on behalf of the Company: [Name(s), Title(s)].

8. Admission of Members; Capital Contributions.
   Membership interests shall be issued, and Members admitted, only pursuant to the Operating Agreement or unanimous written consent of existing Members consistent with § 605.0401.

9. Indemnification & Exculpation.
   a. Indemnification. To the fullest extent permitted by § 605.0408, the Company shall indemnify and hold harmless each Member, Manager, officer, and agent (each, an “Indemnified Party”) against any and all claims, damages, losses, liabilities, and expenses arising from or relating to the Company’s business, except to the extent resulting from the Indemnified Party’s fraud, willful misconduct, or knowing violation of law.
   b. Limited Liability. No Member or Manager shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being or acting as a Member or Manager, as provided in § 605.0304.

10. Limitation on Distributions.
    The Company shall not make any distribution to Members if, after giving effect thereto, the Company would not be able to pay its debts as they become due or the Company’s total assets would be less than the sum of its total liabilities (§ 605.0405).

[// GUIDANCE: Sections 8–10 are optional but recommended for defensive drafting. They preserve limited liability and provide statutory safe harbors.]

IV. REPRESENTATIONS & WARRANTIES
Each Organizer represents that:
1. The information contained herein is accurate as of the date of signing.
2. The Registered Agent has consented to the appointment.
3. The Company name satisfies Fla. Stat. § 605.0112 and is distinguishable on the records of the Florida Department of State.

[// GUIDANCE: Although not strictly required for filing, these reps reduce risk of administrative rejection and potential civil liability.]

V. COVENANTS & RESTRICTIONS
1. Operating Agreement.
Within 30 days after the effective date of these Articles, the Members shall enter into a written Operating Agreement governing the rights and obligations of the Members and Managers.

2. Compliance with Law.
   The Company shall obtain and maintain all licenses, permits, and registrations required under federal, state, and local law for the conduct of its business.

3. Recordkeeping.
   The Company shall maintain at its principal office the records required by Fla. Stat. § 605.0410.

VI. DEFAULT & REMEDIES
1. Events of Default.
a. Failure to file an annual report as required by Fla. Stat. § 605.0212.
b. Failure to maintain a Registered Agent or Registered Office.
2. Cure Period.
The Company shall have 60 days after notice from the Department of State to cure any default before administrative dissolution (§ 605.0714).
3. Graduated Remedies.
a. Administrative dissolution by the Department of State.
b. Judicial dissolution pursuant to § 605.0702.
c. Injunctive relief by a court of competent jurisdiction.

VII. RISK ALLOCATION
1. Indemnification. (See Section III(9)).
2. Limitation of Liability. (See Section III(9)(b)).
3. Insurance.
The Company shall procure and maintain in full force and effect such insurance, including but not limited to general liability and directors & officers liability, as the Members or Managers deem reasonably necessary.
4. Force Majeure.
No Member or Manager shall be liable for failure or delay in performance to the extent caused by events beyond such party’s reasonable control, including natural disasters, acts of government, war, terrorism, or pandemics.

VIII. DISPUTE RESOLUTION
1. Governing Law.
These Articles and any disputes arising hereunder shall be governed by Florida law without regard to conflict-of-laws principles.
2. Forum Selection.
Any action or proceeding arising out of or relating to the Company’s internal affairs shall be brought exclusively in the Business Court Division of the Circuit Court in and for [County], Florida.
3. Arbitration (Optional).
☐ If checked, all disputes among Members or Managers shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in [City, Florida].
4. Jury Waiver (Optional).
☐ EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THE COMPANY.
5. Injunctive Relief.
Nothing in this Section VIII shall prevent a party from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent actual or threatened misappropriation of Company assets or trade secrets.

[// GUIDANCE: Include or omit Sections 3–4 based on client preference and consistency with the Operating Agreement.]

IX. GENERAL PROVISIONS
1. Amendments.
These Articles may be amended or restated only by filing articles of amendment or restatement with the Florida Department of State in accordance with § 605.0202.
2. Severability.
If any provision of these Articles is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
3. Entire Agreement.
These Articles constitute the sole and entire agreement among the Organizer(s) concerning the formation of the Company, except as supplemented by the Operating Agreement.
4. Electronic Signatures & Counterparts.
These Articles may be executed in counterparts, each of which shall be deemed an original, and signatures transmitted electronically shall be treated as originals for all purposes.

X. EXECUTION BLOCK

Organizer(s):

[Organizer Name], Organizer
Date: __

Registered Agent Acceptance (mandatory):

I hereby accept my appointment as Registered Agent.

[Registered Agent Name]
Date: __

Notarization (if desired for evidentiary purposes – not required for filing):

State of Florida
County of ______

Sworn to (or affirmed) and subscribed before me by means of ☐ physical presence or ☐ online notarization, this ___ day of _, 20_, by ______.

Notary Public, State of Florida
(Print, Type, or Stamp Commissioned Name of Notary)

Commission No. _ My Commission Expires: _

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

[// GUIDANCE:
1. Filing Procedure – Submit signed Articles and the prescribed filing fee via Sunbiz.org or by mail to the Florida Department of State, Division of Corporations.
2. Annual Report – File online between January 1 and May 1 each year to maintain active status.
3. Publication – Florida does NOT require newspaper publication; this template omits publication language accordingly.
4. Operating Agreement – Strongly recommended; not filed with the State. Align its provisions with Sections III through IX above.
5. Tax Classification – After filing, the Company may elect federal tax treatment (default partnership/sole-member disregarded, S-corp, etc.) via IRS Form 8832 or 2553 as applicable.
]