ARTICLES OF ORGANIZATION

OF

[LEGAL NAME OF LLC]

A KENTUCKY LIMITED LIABILITY COMPANY

[// GUIDANCE: This template is drafted to comply with the Kentucky Limited Liability Company Act, Ky. Rev. Stat. Ann. (“KRS”) Chapter 275, and integrates the metadata you provided. Bracketed items MUST be customized before filing. Delete all GUIDANCE comments prior to execution and submission to the Kentucky Secretary of State.]

TABLE OF CONTENTS

1. Article I – Name
2. Article II – Purpose
3. Article III – Duration
4. Article IV – Principal Office
5. Article V – Registered Office & Registered Agent
6. Article VI – Management Structure
7. Article VII – Members (Optional Filing Disclosure)
8. Article VIII – Liability Limitation & Indemnification
9. Article IX – Dispute Resolution & Governing Law
10. Article X – Miscellaneous
11. Article XI – Organizer Information & Signature
12. Article XII – Effective Date
13. Exhibit A – Registered Agent’s Written Consent (Recommended)

RECITALS

WHEREAS, the undersigned Organizer desires to form a Kentucky limited liability company pursuant to KRS § 275.025 and to adopt these Articles of Organization (the “Articles”) for that purpose;

NOW, THEREFORE, the Organizer hereby executes these Articles as follows:

Article I

Name

The legal name of the limited liability company (the “Company”) is:

[Exact Legal Name of LLC], LLC
[// GUIDANCE: Name must satisfy KRS § 275.015 and contain the words “Limited Liability Company,” “LLC,” or “L.L.C.”]

Article II

Purpose

The purpose for which the Company is organized is to engage in any lawful act or activity for which a limited liability company may be organized under the laws of the Commonwealth of Kentucky, including but not limited to [Insert specific industry/activities, if desired].

[// GUIDANCE: Broad purpose language preserves flexibility; narrow if regulatory licensing is anticipated.]

Article III

Duration

The existence of the Company shall be [PERPETUAL] unless dissolved earlier in accordance with the Kentucky Limited Liability Company Act or the Company’s Operating Agreement.

Article IV

Principal Office

The mailing address of the Company’s principal office is:

[Street Address]
[City, State ZIP]

Article V

Registered Office & Registered Agent

1. Registered Office Street Address: [Street Address – Must be a Kentucky physical address]
2. Registered Office County: [County]
3. Registered Agent Name: [Individual or Business Entity Name]

[// GUIDANCE: A P.O. Box is insufficient. Confirm agent’s consent; many practitioners attach Exhibit A: “Written Consent of Registered Agent.”]

Article VI

Management Structure

1. Management of the Company [check one]:
   ☐ Member-Managed
   ☐ Manager-Managed

2. If Manager-Managed, the name and business address of each initial Manager is:
   a. [Manager 1 Name & Address]
   b. [Manager 2 Name & Address]

3. The authority of Members and/or Managers to bind the Company shall be as set forth in the Company’s Operating Agreement and as recorded, if desired, in a Statement of Authority filed pursuant to KRS § 275.135.

Article VII

Members (Optional)

[// GUIDANCE: Kentucky does not require disclosure of Members in the public filing. If anonymity is desired, delete this Article.]

The name and mailing address of each initial Member are:
1. [Member 1 Name & Address]
2. [Member 2 Name & Address]

Article VIII

Liability Limitation & Indemnification

1. Limited Liability. No Member, Manager, Organizer, or officer of the Company shall be personally liable for the Company’s debts, obligations, or liabilities solely by reason of being such Member, Manager, Organizer, or officer, as provided in KRS § 275.150.

2. Indemnification. To the fullest extent permitted under applicable law, the Company shall indemnify and hold harmless each Member, Manager, officer, employee, and agent (each, an “Indemnified Person”) from and against any and all claims, demands, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with such Indemnified Person’s status or activities on behalf of the Company, except to the extent such losses are the result of the Indemnified Person’s gross negligence, willful misconduct, or knowing violation of law.

3. Advancement of Expenses. Expenses incurred by an Indemnified Person in defending any threatened or pending claim may be advanced by the Company prior to the final disposition thereof, subject to written undertaking to repay if indemnification is ultimately determined to be unavailable.

[// GUIDANCE: Many practitioners transfer detailed indemnity language to the Operating Agreement; including it here gives public notice and can supplement the OA.]

Article IX

Dispute Resolution & Governing Law

1. Governing Law. These Articles and the rights of the Members shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to conflicts-of-law principles.

2. Forum Selection. Any suit, action, or proceeding arising out of or relating to the Company or these Articles shall be brought exclusively in the [Name of Designated Kentucky Business Court or Circuit Court] sitting in [County], Kentucky, and each Member and Manager hereby irrevocably submits to the personal jurisdiction of such court.

3. Arbitration (Optional). At the election of any Member or Manager, and upon written notice to the other parties, disputes shall be submitted to binding arbitration administered by [Administrator, e.g., AAA] under its [Rules]. Judgment on the award may be entered in any court of competent jurisdiction.

4. Jury Waiver (Optional). EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THE COMPANY.

5. Injunctive Relief. Nothing herein shall impair the right of any party to seek injunctive or other equitable relief in aid of arbitration or to prevent irreparable harm.

[// GUIDANCE: Delete clauses you do not wish to elect; ensure consistency with any Operating Agreement.]

Article X

Miscellaneous

1. Amendments. These Articles may be amended or restated only in accordance with KRS § 275.025(6) and the Company’s Operating Agreement.

2. Severability. If any provision of these Articles is determined to be invalid under applicable law, such invalidity shall not affect the remaining provisions, which shall be reformed to the minimum extent necessary to effect the parties’ intent.

3. Integration. These Articles, together with the Operating Agreement and any amendments hereto, constitute the complete and exclusive statement of the basis for the Company’s formation.

Article XI

Organizer Information & Signature

The name and mailing address of the Organizer of the Company are:

[Organizer Name]
[Street Address]
[City, State ZIP]

IN WITNESS WHEREOF, the undersigned Organizer has executed these Articles of Organization on [Date].

[Organizer Name], Organizer

Article XII

Effective Date

These Articles shall become effective:
☐ Upon filing with the Kentucky Secretary of State.
☐ On the following delayed effective date (not to exceed 90 days after filing): [MM/DD/YYYY].

EXHIBIT A

WRITTEN CONSENT OF REGISTERED AGENT

Pursuant to KRS § 14A.4-010(1)(d), the undersigned hereby consents to serve as Registered Agent for [Legal Name of LLC] in the Commonwealth of Kentucky.

[Registered Agent Name]
Date: ___

[// GUIDANCE: FILING & POST-FORMATION CHECKLIST

1. Verify name availability with the Kentucky Secretary of State (S.O.S.).
2. Attach Filing Fee: $40 (standard) payable to “Kentucky State Treasurer.”
3. Submit one (1) executed original via:
   • Online: https://web.sos.ky.gov/
   • Mail: Office of the Secretary of State, P.O. Box 718, Frankfort, KY 40602-0718
4. Publication Requirements: None under current Kentucky law.
5. Operating Agreement: Draft and execute immediately after filing; keep with company records (not filed with S.O.S.).
6. Apply for EIN with the IRS (Form SS-4).
7. Consider initial resolutions, banking resolutions, and any industry-specific registrations or licenses.]