ARTICLES OF ORGANIZATION

(with Initial Operating & Governance Provisions)

OF [LLC_NAME], LLC

An Idaho Limited Liability Company

[// GUIDANCE: This template is drafted to satisfy Title 30, Chapter 25 of the Idaho Code (Idaho Uniform Limited Liability Company Act, the “Act”) and to give counsel a robust, court-ready starting point. Sections marked with [BRACKETS] are intended for customization.]

TABLE OF CONTENTS

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

I. DOCUMENT HEADER

1.1 Title. These Articles of Organization (these “Articles”) are executed and submitted for filing with the Idaho Secretary of State pursuant to Idaho Code § 30-25-201.

1.2 Organizer. [ORGANIZER_NAME], an individual residing at [ORGANIZER_ADDRESS], (the “Organizer”).

1.3 Effective Date. The effective date of the Company’s existence shall be the date the Idaho Secretary of State issues a certificate of organization or [DEFERRED_DATE], whichever is later (the “Effective Date”).

1.4 Name of Company. The limited liability company formed hereby is “[LLC_NAME], LLC” (the “Company”).

1.5 Governing Law & Jurisdiction. These Articles and any dispute hereunder shall be governed by the Act and other applicable laws of the State of Idaho (“state_llc_law”). Subject to Section VIII, the exclusive forum for any litigation arising under these Articles shall be the [STATE_BUSINESS_COURT] of Idaho.

II. DEFINITIONS

“Act” means Title 30, Chapter 25 of the Idaho Code.
“Articles” has the meaning set forth in Section 1.1.
“Company” has the meaning set forth in Section 1.4.
“Initial Member(s)” means the person(s) identified in Section 3.7(c).
“Manager” means any person elected or appointed pursuant to Section 3.7.
“Operating Agreement” means the written agreement described in Section 3.13.
[Add additional defined terms alphabetically as needed.]

III. OPERATIVE PROVISIONS (ARTICLES OF ORGANIZATION)

3.1 Formation. The Organizer hereby forms the Company as a limited liability company pursuant to the Act.

3.2 Duration. The Company shall have perpetual existence unless dissolved in accordance with the Act or Section 6.1.

3.3 Purpose. The Company is organized to engage in any lawful act or activity for which limited liability companies may be organized in Idaho, including without limitation [SPECIFIC_BUSINESS_PURPOSE], and to do all things necessary or convenient thereto.

3.4 Principal Office. [PRINCIPAL_OFFICE_ADDRESS].

3.5 Registered Agent & Office. The name and street address of the Company’s initial registered agent in Idaho is:
• [REGISTERED_AGENT_NAME]
• [REGISTERED_AGENT_ADDRESS]

3.6 Limited Liability. No Member, Manager, or Organizer shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member, Manager, or Organizer, in accordance with Idaho Code § 30-25-304.

3.7 Management.
a. Management Structure. The Company shall be [MEMBER-MANAGED / MANAGER-MANAGED].
b. Manager Authority (if Manager-Managed). Each Manager shall have authority to bind the Company except as otherwise limited by the Operating Agreement or a filed statement of authority.
c. Initial Member(s). The name and address of each person who is to be an Initial Member as of the Effective Date:
• [MEMBER_1_NAME] – [ADDRESS]
• [MEMBER_2_NAME] – [ADDRESS]

3.8 Admission of Additional Members. Additional members may be admitted only with the unanimous written consent of all existing Members unless the Operating Agreement provides otherwise.

3.9 Capital Contributions. Each Member shall contribute the amount set forth opposite such Member’s name in Schedule A attached hereto.

3.10 Allocation of Profits & Losses; Distributions. Profits, losses, and distributions shall be allocated to the Members proportionately to their Percentage Interests as stated in Schedule A, unless modified by the Operating Agreement.

3.11 Records. The Company shall maintain the records required under Idaho Code § 30-25-212 at its Principal Office.

3.12 Publication of Formation. Idaho currently imposes no publication requirement for LLC formation. Should any future law impose such a requirement, the Manager(s) are authorized to take all necessary steps to comply.

3.13 Operating Agreement. Pursuant to Idaho Code § 30-25-107, the Members shall adopt a written Operating Agreement within [___] days after the Effective Date. Until such adoption, these Articles shall govern where not inconsistent with the Act.

IV. REPRESENTATIONS & WARRANTIES

4.1 Organizer Authority. The Organizer represents that he/she has full power and authority to execute and deliver these Articles.

4.2 Member Authority. Each Initial Member, by executing the Operating Agreement, will represent that:
a. The Member is legally competent and authorized to become a member of the Company; and
b. The Member’s capital contributions are free and clear of all liens and encumbrances.

4.3 Survival. The representations and warranties in this Article IV shall survive the filing of these Articles for a period of four (4) years.

V. COVENANTS & RESTRICTIONS

5.1 Compliance. The Company shall comply with all applicable laws, including federal, state, and local regulations pertinent to its business.

5.2 Negative Covenants. Without the unanimous written consent of the Members, the Company shall not:
a. Merge or consolidate with any other entity;
b. Amend these Articles except as permitted by Section 9.1;
c. Issue additional membership interests beyond those authorized in Schedule A.

5.3 Affirmative Covenants. The Company shall:
a. Maintain its good standing with the Idaho Secretary of State;
b. File all required annual reports and pay all associated fees;
c. Maintain adequate insurance customary for businesses similarly situated.

5.4 Notice & Cure. Any breach of this Article V shall be subject to the notice and cure provisions of Section 6.2.

VI. DEFAULT & REMEDIES

6.1 Events of Default. The occurrence of any of the following constitutes an “Event of Default”:
a. A Member’s material breach of the Operating Agreement or these Articles;
b. Bankruptcy or insolvency of the Company or a Member;
c. Judicial dissolution under the Act.

6.2 Notice & Cure. The non-defaulting party shall give written notice specifying the Event of Default. The defaulting party shall have fifteen (15) days to cure monetary defaults and thirty (30) days to cure non-monetary defaults, unless impracticable.

6.3 Remedies. If the default is not cured within the applicable period, the non-defaulting parties may, in addition to any remedy provided under the Act:
a. Seek specific performance or injunctive relief;
b. Apply for judicial dissolution;
c. Recover attorneys’ fees and costs as provided in Section 6.4.

6.4 Attorneys’ Fees. The prevailing party in any action arising out of or relating to these Articles shall be entitled to reasonable attorneys’ fees, costs, and expenses.

VII. RISK ALLOCATION

7.1 Indemnification. To the fullest extent permitted by Idaho Code § 30-25-408 and subject to any limitations in the Operating Agreement:
a. The Company shall indemnify each Member, Manager, and Officer (“Indemnitee”) for any loss, damage, or claim incurred by such Indemnitee by reason of any act or omission performed or omitted on behalf of the Company, except for acts of fraud, gross negligence, or willful misconduct.

7.2 Advancement of Expenses. The Company shall advance expenses to an Indemnitee upon receipt of an undertaking to repay if it is ultimately determined that indemnification is not permitted.

7.3 Limitation of Liability. Except as otherwise required by the Act, the aggregate liability of any Member or Manager to the Company or the other Members shall not exceed the amount of such Member’s capital contribution actually made.

7.4 Insurance. The Company shall maintain directors and officers (D&O) and/or managers and members liability insurance in commercially reasonable amounts.

7.5 Force Majeure. No party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, epidemic, or changes in law rendering performance illegal or impossible.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. Idaho law (“state_llc_law”) governs all disputes arising under these Articles.

8.2 Forum Selection. Each party irrevocably submits to the exclusive jurisdiction of the [STATE_BUSINESS_COURT] located in [COUNTY], Idaho, for any action not subject to arbitration.

8.3 Arbitration (Optional). If the Members elect to arbitrate disputes, the following clause shall apply:
“[ARBITRATION_ELECTION: INCLUDE / DELETE] Any dispute, claim, or controversy arising out of or relating to these Articles or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by confidential arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be [CITY], Idaho. Judgment on the award may be entered in any court having jurisdiction.”

8.4 Jury Waiver (Optional). “[JURY_WAIVER_ELECTION: INCLUDE / DELETE] Each party knowingly and voluntarily waives its right to a trial by jury in any action or proceeding relating to these Articles.”

8.5 Injunctive Relief. Nothing in this Article shall limit any party’s right to seek provisional remedies, including temporary restraining orders or preliminary injunctions, from any court of competent jurisdiction.

IX. GENERAL PROVISIONS

9.1 Amendments. These Articles may be amended only by filing a certificate of amendment with the Idaho Secretary of State and obtaining the approval threshold required under the Operating Agreement (default: unanimous Member consent).

9.2 Waiver. A waiver under these Articles is effective only if in writing and signed by the waiving party. No waiver shall constitute a waiver of any subsequent breach.

9.3 Assignment. No Member may assign its interest, in whole or part, except as permitted under the Operating Agreement and the Act.

9.4 Successors & Assigns. These Articles bind and benefit the parties and their respective successors and permitted assigns.

9.5 Severability. If any provision of these Articles is held unenforceable, the remainder shall remain in effect, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

9.6 Entire Agreement. Upon adoption of the Operating Agreement, these Articles and the Operating Agreement collectively constitute the entire agreement among the Members concerning the Company and supersede all prior agreements.

9.7 Counterparts; Electronic Signatures. These Articles may be executed in counterparts, each of which is deemed an original, and all of which constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer has executed these Articles as of [EXECUTION_DATE].

[ORGANIZER_NAME], Organizer
[// GUIDANCE: Idaho does not require notarization of Articles of Organization, but local filing offices may reject illegible signatures. Attach additional signature blocks if multiple organizers are used.]

SCHEDULE A

INITIAL MEMBERS, PERCENTAGE INTERESTS, AND CAPITAL CONTRIBUTIONS

[// GUIDANCE: Include additional schedules (e.g., Officers, Managers) as required.]

END OF DOCUMENT