ARTICLES OF ORGANIZATION

of [FULL LEGAL NAME OF COMPANY],

an Iowa Limited Liability Company

(Prepared for filing under Iowa Code Chapter 489 – the Iowa Revised Uniform Limited Liability Company Act)

[// GUIDANCE: This template is drafted for immediate customization and filing with the Iowa Secretary of State. Bracketed items MUST be completed or deleted before use. Remove all GUIDANCE comments in the execution copy.]

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

I. DOCUMENT HEADER

1. Title. These Articles of Organization (the “Articles”) are executed and submitted for filing pursuant to Iowa Code § 489.201 (2023).
2. Effective Date. These Articles shall become effective:
   a. ☐ Upon filing by the Iowa Secretary of State; OR
   b. ☐ At 12:01 a.m. Central Time on [DELAYED EFFECTIVE DATE] (not to exceed 90 days after filing).
3. Organizers. The undersigned Organizer(s) desire to form a limited liability company under the laws of the State of Iowa on the terms set forth herein.

II. DEFINITIONS

For purposes of these Articles, the following capitalized terms shall have the meanings indicated below. All defined terms include the plural and any grammatical variation thereof.

“Act” means the Iowa Revised Uniform Limited Liability Company Act, Iowa Code Chapter 489, as amended from time to time.

“Articles” has the meaning set forth in Section I(1).

“Company” means [FULL LEGAL NAME OF COMPANY], the Iowa limited liability company formed by these Articles.

“Member” means any Person admitted as a member of the Company in accordance with the Act and the Operating Agreement.

“Operating Agreement” means the written agreement (if any) of the Members adopted pursuant to Iowa Code § 489.110–.112, as amended from time to time.

“Organizer” means each natural person executing these Articles.

“Person” means an individual or entity as defined in Iowa Code § 489.102(18).

III. OPERATIVE PROVISIONS

1. Name. The name of the limited liability company is [FULL LEGAL NAME OF COMPANY], which shall at all times contain the words “Limited Liability Company,” “L.L.C.,” or “LLC,” as required by Iowa Code § 489.108.

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

3. Purpose. The Company is organized for any lawful purpose for which a limited liability company may be formed under the Act, including, without limitation, [SPECIFIC BUSINESS PURPOSE IF ANY], and to engage in any and all lawful activities incidental or ancillary thereto.

4. Principal Office. The street and mailing address of the Company’s initial principal office is:
   [STREET ADDRESS]
   [CITY], Iowa [ZIP CODE]

5. Registered Office and Registered Agent. Pursuant to Iowa Code § 489.113, the Company’s initial registered office and registered agent in the State of Iowa are:
   Registered Office: [REGISTERED OFFICE ADDRESS]
   Registered Agent: [FULL NAME OF REGISTERED AGENT]

6. Management Structure. The Company shall be:
   a. ☐ Member-Managed OR
   b. ☐ Manager-Managed

If manager-managed, the name and street address of each initial Manager are:
• [NAME OF MANAGER 1], [ADDRESS]
• [NAME OF MANAGER 2], [ADDRESS]
[Add lines as needed.]

7. Initial Members (optional for filing; include if desired for transparency).
   [// GUIDANCE: Iowa does not require disclosure of Members. Include only if strategic.]
   • [NAME OF MEMBER 1], [ADDRESS]
   • [NAME OF MEMBER 2], [ADDRESS]

8. Operating Agreement.
   a. Adoption. The Organizer(s) or, upon admission, the Members shall adopt an Operating Agreement in accordance with the Act.
   b. Priority. To the extent of any conflict, the Operating Agreement shall control except where the Act is non-waivable.

9. Publication Requirement.
   [// GUIDANCE: Iowa currently imposes no publication requirement for LLC formations. This clause is included solely to confirm compliance.]
   No publication of these Articles is required under Iowa law, and none shall be made unless voluntarily elected by the Company.

IV. REPRESENTATIONS & WARRANTIES

1. Organizer Authority. Each Organizer represents that he/she is of legal age and has full authority to execute and submit these Articles.
2. Compliance. The information contained herein is true, correct, and complete as of the Effective Date.
3. No Conflict. Filing these Articles does not violate any agreement binding upon the Organizer(s).

[// GUIDANCE: Representations survive solely to the extent necessary to protect the Company and future Members; survival language may be omitted in the filed document to streamline.]

V. COVENANTS & RESTRICTIONS

1. Maintenance of Registered Office/Agent. The Company shall continuously maintain a registered office and registered agent in Iowa.
2. Annual Report. The Company shall file its Biennial Report and pay all required fees pursuant to Iowa Code § 489.209.
3. Operating Agreement Updates. Any amendment to the Operating Agreement that changes the management structure or company name shall be promptly reflected in an amendment to these Articles if and as required by Iowa Code § 489.202.

VI. DEFAULT & REMEDIES

1. Events of Default. The following constitute events of default:
   a. Failure to maintain a registered agent for 60 consecutive days;
   b. Failure to file the Biennial Report within the statutory deadline;
   c. Any event causing administrative dissolution under Iowa Code § 489.705.

2. Notice & Cure. The Company or any affected Member/Manager shall provide written notice of default and allow a 30-day cure period before pursuing remedies.

3. Remedies. Upon uncured default, the non-defaulting Party(ies) may seek:
   a. Judicial relief to compel compliance;
   b. Indemnification pursuant to Article VII;
   c. Any other remedy available at law or in equity, including dissolution as provided in the Act.

4. Attorneys’ Fees. The prevailing Party in any action to enforce these Articles shall be entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification. The Company shall indemnify its Members, Managers, and Officers to the fullest extent permitted by Iowa Code § 489.408, subject to:
   a. Good-Faith Standard. Indemnification applies only to acts taken in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company.
   b. Advancement of Expenses. Reasonable expenses may be advanced upon written undertaking to repay if ultimately determined not indemnifiable.

2. Limitation of Liability. No Member, Manager, or Officer shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being or acting in such capacity, except as otherwise provided by the Act or these Articles.

3. Insurance. The Company may purchase and maintain insurance on behalf of any Person entitled to indemnification.

4. Force Majeure. The Company and its agents shall not be liable for failure or delay in performance caused by events beyond reasonable control, including, without limitation, acts of God, government actions, labor disputes, and cyber-events.

VIII. DISPUTE RESOLUTION

1. Governing Law. These Articles and any dispute arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Iowa without regard to its conflict-of-laws principles.

2. Forum Selection. Any action arising out of or relating to the Company shall be brought exclusively in the Iowa Business Specialty Court or, if jurisdiction is lacking, the state courts of Polk County, Iowa.

3. Arbitration (Optional).
   a. Election. The Members may, by unanimous written consent, elect to resolve disputes by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
   b. Seat & Law. The seat of arbitration shall be Des Moines, Iowa, and Iowa law shall apply.

4. Jury Waiver (Optional). To the extent permitted by law, the Members knowingly and voluntarily waive trial by jury in any litigation arising out of Company affairs.

5. Injunctive Relief. Nothing herein shall prevent any Party from seeking injunctive or other equitable relief to preserve the status quo or prevent irreparable harm.

IX. GENERAL PROVISIONS

1. Amendments. These Articles may be amended only by filing a Certificate of Amendment with the Iowa Secretary of State in accordance with Iowa Code § 489.202.

2. Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Party, and no waiver shall constitute a continuing waiver.

3. Assignment. Rights or interests under these Articles may not be assigned except as permitted under the Operating Agreement and the Act.

4. Successors & Assigns. These Articles shall be binding upon and inure to the benefit of the Company and its successors and assigns.

5. Severability. If any provision of these Articles is held invalid, the remaining provisions shall remain enforceable to the fullest extent permitted by law.

6. Entire Agreement. These Articles, together with any filed amendments, constitute the entire filing document required for formation of the Company under the Act.

7. Counterparts. These Articles may be executed in counterparts, each of which constitutes an original, and all of which together constitute one document.

8. Electronic Signatures. Signatures transmitted electronically (e.g., PDF, DocuSign) shall be deemed original for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer(s) execute these Articles of Organization as of the Effective Date set forth above.

[// GUIDANCE: Iowa does not require notarization for filing the Articles; however, notarization may add evidentiary value. Delete the notary block if not used.]

[// GUIDANCE: File the completed Articles electronically via the Iowa Secretary of State’s Fast Track Filing system or mail to Lucas State Office Building, Des Moines, Iowa, with the statutory filing fee. Retain a timestamped copy for the Company record book.]