ARTICLES OF ORGANIZATION

of [LLC_NAME], LLC

An Illinois Limited Liability Company
(805 ILL. COMP. STAT. 180/5-5)

[// GUIDANCE: This template tracks the mandatory content required under the Illinois Limited Liability Company Act (the “Act”), adds optional best-practice clauses requested by sophisticated clients, and is formatted for direct filing with the Illinois Secretary of State. Delete or complete all bracketed placeholders before execution.]

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”) form [LLC_NAME], LLC (the “Company”) under the Act.
2. Organizer. The undersigned organizer (the “Organizer”) executes and delivers these Articles to the Illinois Secretary of State pursuant to 805 ILL. COMP. STAT. 180/5-5.
3. Effective Date. The Company shall be effective: [⧫ Upon filing] / [⧫ On _, 20 (not more than 60 days after filing)].
4. Recitals. The Organizer desires to create a limited liability company to conduct lawful business in Illinois and to limit liability of its members in accordance with the Act.

II. DEFINITIONS

For purposes of these Articles, the following terms have the meanings set forth below:

“Act” – The Illinois Limited Liability Company Act, 805 ILL. COMP. STAT. 180, as amended.
“Articles” – These Articles of Organization, as amended from time to time.
“Company” – [LLC_NAME], LLC.
“Designated Business Court” – The [Illinois Circuit Court, Commercial Calendar] or any successor state business court of competent jurisdiction within Illinois.
“Effective Date” – The date specified in Section I.3.
“Manager” – A person designated in Section III.6 to manage the Company, if Manager-Managed.
“Member” – A person admitted to membership pursuant to the Operating Agreement.
“Operating Agreement” – The written agreement among the Members governing the Company under 805 ILL. COMP. STAT. 180/15-5.
“Registered Agent” – The agent for service of process identified in Section III.5.

III. OPERATIVE PROVISIONS

1. Company Name. The legal name of the Company is [LLC_NAME], LLC (or “L.L.C.”).
2. Principal Place of Business. [STREET ADDRESS, CITY, STATE, ZIP].
3. Duration. The Company shall exist perpetually unless dissolved in accordance with the Act or the Operating Agreement.
4. Purpose. The Company may engage in any lawful business for which an LLC may be organized in Illinois.
5. Registered Office and Registered Agent.
   a. Registered Office: [STREET ADDRESS, CITY, IL ZIP]
   b. Registered Agent: [NAME OF REGISTERED AGENT]
6. Management Structure. Check one:
   • ☐ Member-Managed. Initial Members:
   – [NAME, ADDRESS]
   • ☐ Manager-Managed. Initial Managers:
   – [NAME, ADDRESS]
   Initial Members (non-managing): [NAME, ADDRESS]
7. Series (Optional). ☐ The Company is authorized to establish one or more designated series pursuant to 805 ILL. COMP. STAT. 180/37-40.
8. Professional LLC (PLLC) Statement (if applicable). ☐ The Company is a professional limited liability company and will render the following professional services: [DESCRIBE].
9. Operating Agreement Mandate. The Members shall adopt an Operating Agreement within [30] days after the Effective Date to regulate the affairs of the Company, the conduct of its business, and the relations of its Members.
10. Publication. No state-wide publication is required for Illinois LLCs; however, the Members shall comply with any county-specific or industry-specific publication rules, if applicable.
11. Delayed Effective Date. See Section I.3 (if selected).

IV. REPRESENTATIONS & WARRANTIES

1. Organizer’s Authority. The Organizer represents that it has full authority to execute and file these Articles.
2. Accuracy. The information contained herein is true, correct, and complete as of the date executed.
3. Compliance. The formation of the Company does not violate any agreement binding on the Organizer.

[// GUIDANCE: Representations are limited because Articles are public filings; broader warranties should be located in the Operating Agreement.]

V. COVENANTS & RESTRICTIONS

1. Ongoing Compliance. The Company shall:
   a. Maintain a Registered Agent and Registered Office in Illinois;
   b. File annual reports and pay franchise taxes as required by the Act;
   c. Update these Articles by amendment or restatement upon any change requiring filing.
2. Operating Agreement Obligation. Members covenant to negotiate in good faith and adopt, maintain, and comply with the Operating Agreement.
3. Transfers. No Member may transfer its interest except as permitted by the Operating Agreement or the Act.

VI. DEFAULT & REMEDIES

1. Events of Default. The following constitute a default under these Articles:
   a. Material misstatement in the Articles;
   b. Failure to maintain a Registered Agent for 60 consecutive days;
   c. Dissolution under the Act without timely filing of articles of dissolution.
2. Cure Period. The Company or defaulting party shall have 30 days after written notice to cure a default.
3. Remedies. If uncured, any Member or Manager may:
   a. Seek administrative dissolution under the Act;
   b. Petition the Designated Business Court for injunctive relief;
   c. Recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Limited Liability. No Member or Manager shall be personally liable for the debts of the Company except as otherwise provided in the Act or by written consent.
2. Indemnification. The Company shall indemnify any Member or Manager to the fullest extent permitted by 805 ILL. COMP. STAT. 180/15-1 for acts taken in good faith on behalf of the Company.
3. Insurance. The Company shall maintain commercially reasonable liability insurance naming Members and Managers as insureds where available.
4. Force Majeure. The failure of the Company to perform any obligation because of events beyond reasonable control shall not be deemed a breach.

VIII. DISPUTE RESOLUTION

1. Governing Law. These Articles and any disputes thereunder shall be governed by the laws of the State of Illinois, without regard to conflicts-of-law principles.
2. Forum Selection. Any action arising out of or relating to the Company shall be brought exclusively in the Designated Business Court.
3. Arbitration (Optional). ☐ If checked, all disputes shall be resolved by binding arbitration administered by the American Arbitration Association in Chicago, Illinois, in accordance with its Commercial Arbitration Rules.
4. Jury Waiver (Optional). ☐ EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.
5. Injunctive Relief. Nothing in this Section shall limit a party’s right to seek provisional or injunctive relief in court.

IX. GENERAL PROVISIONS

1. Amendments. These Articles may be amended or restated only by:
   a. Filing articles of amendment or restatement with the Secretary of State; and
   b. Obtaining the requisite Member approval under the Operating Agreement or the Act.
2. Severability. If any provision of these Articles is held invalid, the remainder shall be enforced to the fullest extent permitted by law.
3. Entire Agreement. These Articles, together with any duly filed amendments, constitute the entire public-record agreement of the Members concerning the formation of the Company; internal matters are governed by the Operating Agreement.
4. Counterparts & Electronic Signatures. These Articles may be executed in any number of counterparts and by electronic signature, each of which shall be deemed an original.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer executes these Articles of Organization as of [DATE].

[OPTIONAL NOTARY ACKNOWLEDGMENT – Illinois notary acknowledgment form may be attached if desired, though Illinois does not require notarization for LLC formation filings.]

[// GUIDANCE:
1. File electronically or by mail with the Illinois Secretary of State, Department of Business Services, and pay the current filing fee.
2. After filing, retain the stamped Articles with the corporate records book and provide copies to all Members.
3. Calendar the annual report due date (first day of the anniversary month each year).]