MASSACHUSETTS LIMITED LIABILITY COMPANY

ARTICLES OF ORGANIZATION

(Long-Form Template – M.G.L. ch. 156C Compliant)

[// GUIDANCE:
1. Sections I (Document Header) and III(A)–(H) collectively satisfy the mandatory “Certificate of Organization” filings under M.G.L. ch. 156C, § 12.
2. All remaining provisions are internal governance provisions that need not be filed with the Secretary of the Commonwealth but are included here for defensive drafting, risk-management, and one-stop convenience.
3. Delete bracketed text and make all appropriate selections prior to execution and filing.]

TABLE OF CONTENTS

I. Document Header.....................................................2
II. Definitions........................................................3
III. Operative Provisions (Statutory & Supplemental)...................5
IV. Representations & Warranties......................................9
V. Covenants & Restrictions..........................................10
VI. Default & Remedies................................................11
VII. Risk Allocation..................................................12
VIII. Dispute Resolution..............................................14
IX. General Provisions................................................15
X. Execution Block...................................................17

I. DOCUMENT HEADER

1. Title & Formation

These Articles of Organization (the “Articles”) are executed for the purpose of forming a limited liability company pursuant to the Massachusetts Limited Liability Company Act, M.G.L. ch. 156C (the “Act”).

2. Effective Date

The effective date shall be (check one):
☐ Upon filing with the Secretary of the Commonwealth; or
☐ [DELAYED EFFECTIVE DATE] not later than 90 days after filing: __, 20.

3. Jurisdiction & Governing Law

Unless otherwise expressly provided, all matters arising under or relating to these Articles shall be governed by, and construed in accordance with, the Act and other applicable laws of the Commonwealth of Massachusetts.

II. DEFINITIONS

The following terms, when capitalized, have the meanings set forth below. Defined terms include the singular and plural and may be used in other grammatical forms.

“Act” – Massachusetts Limited Liability Company Act, M.G.L. ch. 156C.

“Articles” – These Articles of Organization, inclusive of any duly adopted amendments or restatements.

“Certificate” – The statutory portion of these Articles that will be filed with the Secretary of the Commonwealth in accordance with § 12 of the Act.

“Company” – [LLC NAME], the Massachusetts limited liability company organized hereby.

“Manager” – Any individual or entity designated in Section III(E) to manage the business and affairs of the Company, if the Company is Manager-Managed.

“Member” – A person with a Membership Interest in the Company.

“Membership Interest” – A Member’s entire ownership interest, including economic, voting, and other rights.

“Operating Agreement” – Any written operating agreement adopted by the Members pursuant to M.G.L. ch. 156C, § 21.

“Principal Office” – The office identified in Section III(C) as the principal place of business of the Company.

“Registered Agent” – The individual or entity appointed in Section III(D) to receive service of process on behalf of the Company within the Commonwealth.

III. OPERATIVE PROVISIONS

A. Name of the Limited Liability Company (§ 12(a)(1))

The name of the Company is [LLC NAME] and shall contain the words “Limited Liability Company,” “L.L.C.,” or “LLC.”

B. Duration (§ 12(a)(5))

The Company shall have a perpetual existence unless dissolved in accordance with the Act or the Operating Agreement.
☐ If applicable, latest date of dissolution: __, 20.

C. Principal Office (§ 12(a)(2))

Street Address (no P.O. boxes):
[STREET], [CITY], Massachusetts [ZIP].

[// GUIDANCE: If the Principal Office is outside MA, list also the MA street address where records are kept, per § 12(a)(2).]

D. Registered Agent & Registered Office (§ 12(a)(6))

1. Registered Agent: [REGISTERED AGENT NAME]
2. Registered Office: [STREET], [CITY], Massachusetts [ZIP]
3. Consent: The Registered Agent has signed the consent attached hereto as Exhibit A.

E. Management Structure (§ 12(a)(3))

Check one:
☐ Member-Managed – The Company will be managed by its Members.
☐ Manager-Managed – The Company will be managed by one or more Managers.

If Manager-Managed, set forth the name and business, residence, or mailing address of each Manager:
1. [MANAGER 1 NAME], [ADDRESS]
2. [MANAGER 2 NAME], [ADDRESS]

If Member-Managed, list each person authorized to execute documents on behalf of the Company:
1. [AUTHORIZED SIGNATORY 1], [ADDRESS]
2. [AUTHORIZED SIGNATORY 2], [ADDRESS]

F. Purpose (§ 12(a)(4))

The general character of the Company’s business is:
“To engage in any lawful business for which a limited liability company may be organized under the laws of the Commonwealth of Massachusetts, including but not limited to _____.”

G. Indemnification & Liability Limitation (Optional Statutory Election)

Pursuant to M.G.L. ch. 156C, § 18, the Company shall, to the maximum extent permitted by law, indemnify and hold harmless each Member, Manager, organizer, and their respective agents against any claim, demand, or liability arising out of their status or acts on behalf of the Company, except for acts or omissions constituting fraud, gross negligence, or willful misconduct.

H. Additional Matters (§ 12(a)(7))

1. 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, as provided in § 22 of the Act.
2. Operating Agreement Mandate – The Members shall adopt a written Operating Agreement within [___] days after the effective date hereof.
3. Publication Requirement – [// GUIDANCE: Massachusetts imposes no publication requirement. Delete or modify this clause only if the Company elects to publish a notice voluntarily.]
4. Tax Classification – For federal and state tax purposes the Company intends to be classified as:
   ☐ Partnership (default for multi-member LLCs)
   ☐ Disregarded Entity (single-member LLC)
   ☐ Corporation (by timely filing Form 8832)

IV. REPRESENTATIONS & WARRANTIES

1. Organizer Representations. Each Organizer represents that:
   (a) He/she/it has the requisite authority to execute and file the Certificate;
   (b) The information contained herein is true and complete; and
   (c) No Organizer is under any legal disability or restriction that would prevent compliance with these Articles.

2. Survival. The above representations shall survive the filing of the Certificate and the issuance of any Certificate of Organization by the Secretary of the Commonwealth.

V. COVENANTS & RESTRICTIONS

1. Compliance. The Company shall comply with all applicable federal, state, and local laws and regulations, including the filing of annual reports and fees with the Secretary of the Commonwealth.
2. Books & Records. Complete and accurate books and records shall be kept at the Principal Office and shall be made available to each Member as required by § 15 of the Act.
3. Capital Contributions. Members covenant to contribute the capital set forth in the Operating Agreement and to furnish additional capital as may be agreed in writing.
4. Transfer Restrictions. No Membership Interest may be assigned, pledged, or otherwise transferred except in accordance with the Operating Agreement and the Act.

VI. DEFAULT & REMEDIES

1. Events of Default. The following constitute an “Event of Default”:
   a. Material breach of the Operating Agreement or these Articles;
   b. Failure to make agreed-upon capital contributions after [___] days’ written notice;
   c. Insolvency or bankruptcy of a Member;
   d. Conduct constituting fraud, gross negligence, or willful misconduct.

2. Cure Period. Except for fraud or willful misconduct, the defaulting party shall have [30] days after notice to cure any Event of Default.

3. Remedies. Upon an Event of Default that is not timely cured, the non-defaulting parties may:
   a. Seek specific performance or injunctive relief;
   b. Purchase the defaulting Member’s Membership Interest at the lesser of fair market value or book value;
   c. Recover attorney fees and costs incurred in enforcing these Articles.

VII. RISK ALLOCATION

1. Indemnification (Member/Manager)

As provided in Section III(G) and § 18 of the Act, the Company shall indemnify each indemnified party to the fullest extent permitted by law.

2. Limitation of Liability

No Member, Manager, or organizer shall be liable to the Company or any third party for monetary damages except to the extent required by the Act for:
a. Any breach of the duty of loyalty;
b. Acts or omissions in bad faith or involving intentional misconduct; or
c. Any transaction from which the person derived an improper personal benefit.

3. Insurance

The Company shall maintain commercially reasonable general liability and errors & omissions insurance, naming Members and Managers as additional insureds where available.

4. Force Majeure

No party shall be liable for delay or failure in performance caused by acts of God, war, pandemic, governmental order, or other circumstances beyond reasonable control, provided the affected party gives prompt notice and resumes performance when feasible.

VIII. DISPUTE RESOLUTION

1. Governing Law. These Articles and any disputes hereunder shall be governed by Massachusetts law without regard to its conflict-of-laws rules.

2. Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the Business Litigation Session of the Suffolk Superior Court (or any successor “state business court”) for any action arising out of or relating to these Articles.

3. Arbitration (Optional).
   ☐ Elected – Any dispute shall be finally resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in [CITY], Massachusetts.
   ☐ Not Elected – Proceed in the forum selected above.

4. Jury Trial Waiver (Optional).
   ☐ Each party knowingly, voluntarily, and irrevocably waives the right to a jury trial.
   ☐ Waiver omitted.

5. Injunctive Relief. Nothing herein shall limit any party’s right to seek provisional or injunctive relief in aid of arbitration or litigation.

IX. GENERAL PROVISIONS

1. Amendments. These Articles may be amended only by:
   a. Filing an appropriate Certificate of Amendment with the Secretary of the Commonwealth to the extent required by § 19 of the Act; and
   b. A written instrument approved by the Members holding at least [___]% of the outstanding Membership Interests.

2. Assignment. No party may assign rights or delegate duties hereunder except as expressly permitted by the Operating Agreement or with unanimous Member consent.

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

4. Severability. If any provision is held unenforceable, the remainder shall be enforced to the fullest extent permitted, and the offending provision reformed to the minimum extent necessary.

5. Integration. These Articles (together with any Operating Agreement) constitute the entire agreement of the parties concerning formation and supersede all prior understandings.

6. Counterparts; Electronic Signatures. These Articles may be executed in counterparts and by electronic signature, each deemed an original.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer(s) have executed these Articles of Organization as of the [EFFECTIVE DATE].

ORGANIZER(S):

1. ---

   Name: [ORGANIZER 1 NAME]
   Address: [ADDRESS]
   Date: ___

2. ---

   Name: [ORGANIZER 2 NAME]
   Address: [ADDRESS]
   Date: ___

CONSENT OF REGISTERED AGENT

I, [REGISTERED AGENT NAME], hereby consent to my appointment as Registered Agent for the above-named Company.

Signature of Registered Agent
Date: ___

[// GUIDANCE: Attach additional signature lines for each Manager or Member if desired, and include notarization or witness blocks if required by internal policy or for recording purposes. Massachusetts does not require notarization for LLC formation filings.]

EXHIBIT A – REGISTERED AGENT CONSENT

(Attach fully executed consent if not included above.)

© [YEAR] | Prepared by [LAW FIRM / PREPARER NAME] | All rights reserved.