**ARTICLES OF ORGANIZATION
OF
[LLC NAME]
A Kansas Limited Liability Company
TABLE OF CONTENTS
- Document Header.................................................1
- Definitions.....................................................2
- Operative Provisions............................................4
3.1 Formation Details...........................................4
3.2 Business Purpose............................................5
3.3 Principal Office & Registered Agent.........................5
3.4 Management Structure........................................6
3.5 Capitalization & Additional Members.........................7
3.6 Publication of Formation Notice (State-Specific)............8 - Representations & Warranties....................................9
- Covenants & Restrictions........................................10
- Default & Remedies..............................................11
- Risk Allocation.................................................12
- Dispute Resolution..............................................14
- General Provisions..............................................15
- Execution Block................................................17
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1. DOCUMENT HEADER
1.1 Title; Parties. These Articles of Organization (“Articles”) are executed by the undersigned Organizer and, upon acceptance of membership, the initial Members (collectively, the “Parties”).
1.2 Recitals.
A. The Parties desire to form a Kansas limited liability company pursuant to the Kansas Revised Limited Liability Company Act, K.S.A. 17-7662 et seq. (the “Act”).
B. The Parties intend that the Company be governed by the Act, these Articles, and an Operating Agreement to be adopted pursuant to Section 5.1.
1.3 Effective Date. These Articles are effective on the date stamped “Filed” by the Kansas Secretary of State (the “Effective Date”).
1.4 Governing Law & Jurisdiction. These Articles and the Company are governed by Kansas law. Venue for any proceeding arising out of these Articles shall lie exclusively in the [County Name] division of the Kansas Business Court, subject to Section 8 (Dispute Resolution).
[// GUIDANCE: The Organizer files ONLY Sections 1 & 3 with the Secretary of State. Remaining sections are for internal governance and need not be filed. Remove any confidential terms before filing.]
2. DEFINITIONS
For clarity, capitalized terms have the meanings set forth below. Terms defined in one Section have the same meaning elsewhere.
“Act” – The Kansas Revised Limited Liability Company Act, K.S.A. 17-7662 et seq., as amended.
“Articles” – These Articles of Organization, together with any duly adopted amendments.
“Company” – [LLC NAME], the Kansas limited liability company formed hereby.
“Contribution” – Any cash, property, or services (or a promissory note for the same) contributed to the Company by a Member.
“Effective Date” – The filing date endorsed by the Kansas Secretary of State on these Articles.
“Manager” – A Person vested with management authority under Section 3.4.
“Member” – Any Person admitted as an equity owner of the Company in accordance with Section 3.5.
“Operating Agreement” – The agreement adopted under Section 5.1 governing the relations among Members, Managers, and the Company, as permitted by the Act.
“Organizer” – The individual executing these Articles pursuant to K.S.A. 17-7673(a).
“Person” – An individual or entity of any type recognized under the Act.
3. OPERATIVE PROVISIONS
3.1 Formation Details
(a) Legal Name. The name of the limited liability company is [LLC NAME] (the “Company”). The Company’s name shall at all times contain the words “Limited Liability Company,” “Limited Company,” or the abbreviations “L.L.C.,” “LLC,” “L.C.,” or “LC,” as required by K.S.A. 17-7673(a)(1).
(b) Duration. The Company shall exist in perpetuity unless dissolved in accordance with the Act or the Operating Agreement.
(c) Type of Company. The Company is a [select: Member-Managed / Manager-Managed] limited liability company.
(d) Tax Classification. For U.S. federal and Kansas state tax purposes, the Members may elect the Company be treated as [select: disregarded entity / partnership / corporation], subject to unanimous written consent.
3.2 Business Purpose
The Company is organized for any lawful purpose for which a limited liability company may be formed under the Act, including but not limited to [insert high-level description of business activities], and to engage in any and all activities incidental or related thereto.
3.3 Principal Office & Registered Agent
(a) Principal Office.
Address: [Street Address, City, KS ZIP].
Mailing Address (if different): [Mailing Address].
(b) Registered Office & Agent.
Registered Office: [Street Address, City, KS ZIP].
Registered Agent: [Name of Registered Agent], consent attached hereto as Exhibit A.
(c) Annual Report Compliance. The Manager shall file the annual report and pay all franchise taxes as required by K.S.A. 17-76,139.
3.4 Management Structure
(a) [IF MEMBER-MANAGED] All Members collectively are Managers of the Company. Decisions shall be made by majority-in-interest vote unless the Act or Operating Agreement requires otherwise.
(b) [IF MANAGER-MANAGED] Management is vested in a Board of Managers comprised of [number] Manager(s). The initial Manager(s) are:
1. [Name, Address]
2. [Name, Address]
(c) Authority. Managers have full authority to bind the Company within the ordinary course of business. Any act outside the ordinary course requires Member approval under the Operating Agreement.
3.5 Capitalization & Additional Members
(a) Initial Contributions. Each initial Member shall contribute the property set forth opposite such Member’s name in Schedule 1.
(b) Additional Contributions. No Member is obligated to make additional Contributions absent a written agreement.
(c) Admission of Additional Members. Additional Members may be admitted only in accordance with the Operating Agreement and upon amendment of Schedule 1.
3.6 Publication of Formation Notice (State-Specific)
(a) Publication Requirement. Within 60 days after the Effective Date, the Organizer shall cause a Notice of Formation to be published once in the [Name of Qualified Newspaper] circulating in the county of the Company’s registered office.
(b) Content. The Notice shall contain: (i) the Company name; (ii) the street address of the principal office; (iii) the name and address of the registered agent; and (iv) a statement that the Company is organized under the Act.
(c) Proof of Publication. An affidavit of publication shall be filed in the Company records and produced to any governmental authority upon request.
[// GUIDANCE: Kansas currently imposes no statewide publication mandate for LLCs. This optional clause satisfies local or lender requirements and may be deleted.]
4. REPRESENTATIONS & WARRANTIES
4.1 Organizer Reps. The Organizer represents that (i) the information contained in Sections 3.1 and 3.3 is true and correct, and (ii) the Organizer is of legal capacity to execute these Articles.
4.2 Member Reps. Each Member, upon admission, represents and warrants to the Company that:
(a) It possesses the requisite power and authority to become a Member;
(b) Its Contribution is free and clear of all liens; and
(c) Its execution of the Operating Agreement does not violate any agreement binding upon the Member.
4.3 Survival. The representations and warranties herein survive the Effective Date and the admission of any additional Member for a period of 18 months.
5. COVENANTS & RESTRICTIONS
5.1 Adoption of Operating Agreement. The Members shall adopt a written Operating Agreement within 90 days of the Effective Date, which shall govern the rights and obligations of the Members and Managers, and may expand, restrict, or otherwise alter the provisions of the Act to the fullest extent permitted thereby.
5.2 Compliance with Law. The Company shall maintain its good standing under the Act and comply with all applicable federal, state, and local laws and regulations.
5.3 Record-Keeping. The Manager shall maintain the records required by K.S.A. 17-76,118 at the principal office and make them available to any Member upon reasonable request.
6. DEFAULT & REMEDIES
6.1 Events of Default. Each of the following constitutes an “Event of Default”:
(a) A Member’s material breach of these Articles or the Operating Agreement;
(b) A Member’s failure to make agreed Contributions;
(c) A Manager’s willful misconduct or gross negligence in the performance of duties.
6.2 Notice & Cure. The non-defaulting Party shall give written notice specifying the Event of Default. The defaulting Party has 30 days to cure (or 10 days for monetary defaults).
6.3 Remedies. If the default is not timely cured, the non-defaulting Party may pursue any combination of:
(a) Specific performance or injunctive relief;
(b) Expulsion or dilution of the defaulting Member’s interest pursuant to the Operating Agreement;
(c) Recovery of actual damages, costs, and reasonable attorneys’ fees;
(d) Any other remedy available under the Act or at equity.
7. RISK ALLOCATION
7.1 Limited Liability
Except as otherwise provided by the Act, no Member or Manager shall be personally liable for the debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise.
7.2 Indemnification
(a) Mandatory Indemnification. To the fullest extent permitted by K.S.A. 17-76,140, the Company shall indemnify any Person who is or was a Member or Manager (an “Indemnitee”) against expenses and liabilities reasonably incurred by such Indemnitee in connection with any proceeding arising out of such Person’s status as a Member or Manager, provided the Indemnitee acted in good faith and in a manner reasonably believed to be in, or not opposed to, the Company’s best interests.
(b) Advancement of Expenses. The Company shall advance expenses prior to the final disposition of the proceeding upon receipt of an undertaking to repay such amounts if the Indemnitee is ultimately adjudged not entitled to indemnification.
(c) Insurance. The Company may purchase and maintain insurance on behalf of any Indemnitee.
7.3 Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE AGGREGATE LIABILITY OF EACH MEMBER OR MANAGER TO THE COMPANY OR TO ANY OTHER MEMBER OR MANAGER FOR MONETARY DAMAGES SHALL NOT EXCEED SUCH PERSON’S TOTAL CAPITAL CONTRIBUTION, EXCEPT TO THE EXTENT THE ACT PROHIBITS SUCH LIMITATION.
7.4 Force Majeure
No Party shall be liable for failure to perform its obligations when such failure results from any cause beyond the Party’s reasonable control, including acts of God, war, or governmental action.
8. DISPUTE RESOLUTION
8.1 Governing Law. All matters arising under or related to these Articles are governed by the laws of the State of Kansas, without regard to conflict-of-laws principles.
8.2 Forum Selection. Subject to Section 8.3, any action shall be brought exclusively in the Kansas Business Court, [County Name] Division.
8.3 Arbitration (Optional). If the Members elect, disputes shall be resolved by confidential, binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, seated in Topeka, Kansas. Judgment on an award may be entered in any court of competent jurisdiction.
8.4 Jury Trial Waiver (Optional). EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THESE ARTICLES.
8.5 Injunctive Relief. Nothing herein limits a Party’s right to seek provisional or injunctive relief in a court of competent jurisdiction.
[// GUIDANCE: Delete “Optional” provisions if not selected in the client’s metadata.]
9. GENERAL PROVISIONS
9.1 Amendments. These Articles may be amended only by (i) the written consent of Members holding at least [percentage] % of the Membership Interests, and (ii) timely filing an Amendment with the Kansas Secretary of State when required by K.S.A. 17-7676.
9.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.
9.3 Assignment. No Member may assign its interest except as permitted in the Operating Agreement. Any unauthorized assignment is void.
9.4 Severability. If any provision is held unenforceable, the remainder shall be enforced to the maximum extent possible, and the unenforceable provision shall be reformed to reflect the Parties’ original intent.
9.5 Entire Agreement; Priority. With respect to the internal affairs of the Company, the Act, the Operating Agreement, and these Articles (in that order of priority) constitute the complete agreement of the Parties.
9.6 Successors & Assigns. These Articles bind and inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and permitted assigns.
9.7 Counterparts; Electronic Signatures. These Articles may be executed in any number of counterparts, including by electronic signature, each of which is deemed an original and all of which constitute one instrument.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization on the date set forth below.
| Organizer | Signature | Date |
|---|---|---|
| [Organizer Name] | ________ | [MM/DD/YYYY] |
[Organizer Address]
[City, State, ZIP]
CONSENT OF REGISTERED AGENT
Pursuant to K.S.A. 17-7674, the undersigned hereby consents to serve as Registered Agent.
| Registered Agent | Signature | Date |
|---|---|---|
| [Agent Name] | ________ | [MM/DD/YYYY] |
Registered Office Address: [Street Address, City, KS ZIP]
NOTARY ACKNOWLEDGMENT (if required for filing or internal purposes)
State of Kansas )
County of ______ ) ss:
On this ___ day of ____, 20__, before me, a notary public, appeared [Name], known to me to be the person who executed the foregoing instrument and acknowledged that (s)he executed the same as his/her free act and deed.
Notary Public
My commission expires: ______
EXHIBIT A – Registered Agent Consent
SCHEDULE 1 – Initial Capital Contributions
[// GUIDANCE: Attach additional exhibits as needed, e.g., Member admission agreements, publication affidavit, or IRS Form 2553 (if S-Corp election).]
End of Document