ARTICLES OF ORGANIZATION

(Pursuant to the Indiana Business Flexibility Act, Ind. Code § 23-18)

[// GUIDANCE: This template is drafted for filing with the Indiana Secretary of State. Replace all bracketed text, delete guidance comments before finalizing, and confirm accuracy of all factual statements.]

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. Name. The name of the limited liability company is [COMPANY NAME], LLC (the “Company”).
2. Effective Date. These Articles of Organization (the “Articles”) shall become effective
   a. upon filing with the Indiana Secretary of State, or
   b. on [DELAYED EFFECTIVE DATE], not to exceed ninety (90) days after filing, pursuant to Ind. Code § 23-0.5-4-12.
3. Jurisdiction. The Company is organized under, and these Articles shall be construed in accordance with, the laws of the State of Indiana.

II. DEFINITIONS

For purposes of these Articles, the following capitalized terms have the meanings set forth below. Defined terms apply equally to singular and plural forms.

• “Act” means the Indiana Business Flexibility Act, Ind. Code § 23-18-1-1 et seq.
• “Articles” has the meaning set forth in § I above.
• “Member” means a person admitted to the Company as a member in accordance with the Act and the Operating Agreement.
• “Manager” means a person designated, elected, or otherwise serving as a manager of the Company if the Company is manager-managed.
• “Operating Agreement” means the written agreement governing the affairs of the Company and the conduct of its business, as contemplated by Ind. Code § 23-18-4-1.
[// GUIDANCE: Add additional defined terms if necessary. Cross-reference consistently.]

III. OPERATIVE PROVISIONS

3.1 Principal Office. The street address of the Company’s principal office is [PRINCIPAL OFFICE ADDRESS].

3.2 Registered Agent and Office.
a. Registered Agent: [NAME OF REGISTERED AGENT]
b. Street Address of Registered Office (Indiana): [REGISTERED OFFICE ADDRESS]

3.3 Purpose and Powers. The Company is formed for any lawful purpose for which a limited liability company may be organized under the Act and shall have all powers necessary or convenient to effectuate such purposes.

3.4 Duration. The Company shall exist perpetually unless dissolved in accordance with the Act or the Operating Agreement.

3.5 Management Structure. The Company shall be:
☐ Member-Managed   ☐ Manager-Managed
[// GUIDANCE: Check the appropriate box and delete the other.]
a. If Manager-Managed, the name and street address of each initial Manager are:
• [MANAGER NAME & ADDRESS]
b. Authority of Managers and Members is as set forth in the Operating Agreement and the Act.

3.6 Authorized Signatory for State Filings. Any Manager (or Member, if Member-managed) is authorized to execute, deliver, and file any documents on behalf of the Company required by the Act.

3.7 Operating Agreement. Within thirty (30) days after the Effective Date, the Members shall adopt a written Operating Agreement consistent with these Articles and the Act.

3.8 Publication. Indiana law presently imposes no publication requirement for LLC formation. Should such a requirement become applicable, the Organizer(s), at the Company’s expense, shall undertake timely compliance.

IV. REPRESENTATIONS & WARRANTIES

4.1 Organizer Representations. Each Organizer represents and warrants that:
a. He or she is at least eighteen (18) years of age and legally competent to execute these Articles;
b. The information set forth herein is true, complete, and correct to the best of his or her knowledge; and
c. Execution and filing of these Articles do not violate any agreement to which the Organizer is a party.

4.2 Survival. The representations and warranties of the Organizer(s) survive filing of these Articles and the admission of the initial Member(s).

V. COVENANTS & RESTRICTIONS

5.1 Compliance Covenant. The Company shall maintain its good standing by timely filing all required reports and paying all fees mandated by the Indiana Secretary of State.

5.2 Operating Agreement Adoption Covenant. The Members covenant to adopt, maintain, and perform the Operating Agreement in good faith.

5.3 Transfer Restrictions. Membership interests may not be transferred except as permitted under the Operating Agreement or the Act.

VI. DEFAULT & REMEDIES

6.1 Events of Default. For purposes of these Articles, an “Event of Default” occurs upon:
a. Failure to comply with § 5.1 (Compliance Covenant) that remains uncured for thirty (30) days after written notice;
b. Revocation or administrative dissolution of the Company’s charter; or
c. Any other event constituting a default under the Operating Agreement or the Act.

6.2 Cure and Remedies. Upon an Event of Default, the non-defaulting Member(s) or Manager(s) may:
a. Suspend the defaulting party’s rights under the Operating Agreement pending cure;
b. Seek judicial dissolution under Ind. Code § 23-18-9-1; and/or
c. Pursue any other remedy at law or in equity, including specific performance and injunctive relief.

6.3 Attorneys’ Fees. The prevailing party in any action to enforce these Articles is entitled to recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

7.1 Limited Liability. Except as otherwise provided by the Act, no Member, Manager, Organizer, or agent of the Company is liable for the debts, obligations, or liabilities of the Company solely by reason of acting in such capacity.

7.2 Indemnification. The Company shall indemnify any Member, Manager, or agent to the fullest extent permitted by Ind. Code § 23-18-4-8 against any and all expenses and liabilities reasonably incurred in connection with any proceeding to which such person is a party by reason of service to the Company, provided the individual acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company.

7.3 Liability Cap. Monetary liability of each indemnified person is limited to the aggregate amount of distributions actually received from the Company, except to the extent liability may not be limited under applicable law.

7.4 Insurance. The Company may purchase and maintain insurance on behalf of any person entitled to indemnification under § 7.2.

7.5 Force Majeure. No Member or Manager is liable for failure to perform obligations (other than payment obligations) if prevented by events beyond the reasonable control of such party, including, without limitation, acts of God, war, or governmental regulations.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. These Articles and any dispute arising hereunder are governed by the laws of the State of Indiana, without regard to its conflict-of-laws principles.

8.2 Forum Selection. Subject to § 8.3, any action or proceeding shall be brought exclusively in the Indiana Commercial Court Docket located in [COUNTY] County, Indiana, and each party irrevocably submits to such jurisdiction.

8.3 Arbitration (Optional). At any party’s written election, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration situs shall be [CITY], Indiana. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Waiver (Optional). EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THESE ARTICLES.

8.5 Injunctive Relief. Nothing in this Article VIII shall prevent a party from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction.

IX. GENERAL PROVISIONS

9.1 Amendments. These Articles may be amended or restated only in accordance with Ind. Code § 23-18-2-10 and the Operating Agreement.

9.2 Waiver. No waiver of any provision of these Articles shall be effective unless in writing and signed by the waiving party.

9.3 Assignment. Rights or obligations under these Articles may not be assigned except as provided in the Operating Agreement or with the written consent of all Members.

9.4 Successors and Assigns. These Articles bind and inure to the benefit of the Company and its permitted successors and assigns.

9.5 Severability. If any provision of these Articles is held invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve the original intent.

9.6 Integration. These Articles, together with the Operating Agreement, constitute the entire agreement among the Organizer(s)/Member(s) with respect to the subject matter herein.

9.7 Counterparts; Electronic Signatures. These Articles may be executed in one or more counterparts (including electronic or PDF counterparts), each of which is deemed an original and all of which constitute the same instrument.

X. EXECUTION BLOCK

Executed this ___ day of _, 20.

[// GUIDANCE: Indiana does not require notarization of Articles of Organization, but local filing offices may accept notarized documents. Include the following notarization block only if desired.]

OPTIONAL NOTARIZATION
State of Indiana )
County of _ ) ss:

Subscribed and sworn to before me this ___ day of _, 20 by [NAME], who acknowledged the foregoing as his/her voluntary act and deed.

---

Notary Public
My Commission Expires: ____
County of Residence: ______

FILING INSTRUCTIONS [// GUIDANCE]

1. Download and review the most recent filing form and fee schedule from the Indiana Secretary of State’s Business Services Division.
2. Attach any required consents (e.g., Registered Agent Acceptance).
3. File online via INBiz or mail the signed original and requisite fee to:
   Indiana Secretary of State – Business Services Division
   302 W. Washington St., Room E018
   Indianapolis, IN 46204
4. Retain a stamped copy of the filed Articles with the Company records.
5. Calendar the biennial report deadline (every two years, by the end of the anniversary month).

[// GUIDANCE: Upon filing, provide a conformed copy of these Articles to all Members and promptly proceed with drafting the Operating Agreement, obtaining EIN, and opening Company bank accounts.]