ARTICLES OF ORGANIZATION

of

[PLACEHOLDER: FULL LEGAL NAME OF LLC]
A Maryland Limited Liability Company

[// GUIDANCE: This template integrates (A) the state-required “Articles of Organization” to be filed with the Maryland State Department of Assessments & Taxation (“SDAT”) under Md. Code Ann., Corps. & Ass’ns § 4A-204, and (B) optional Initial Operating Provisions requested by the client.
• Sections I(A)–(E) constitute the public-filing instrument.
• The balance of the document is internal and should be adopted by unanimous written consent immediately after SDAT acceptance or incorporated into a stand-alone Operating Agreement.
• Omit or tailor any provisions you do not wish to publish in the public record.
]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Effective Date

These Articles of Organization (these “Articles”) are effective as of [PLACEHOLDER: EFFECTIVE DATE] (the “Effective Date”).

1.2 Name of Limited Liability Company

The name of the limited liability company is [PLACEHOLDER: FULL LEGAL NAME OF LLC] (the “Company”).
[// GUIDANCE: Name must contain “Limited Liability Company,” “L.L.C.,” “LLC,” or “L.C.” per Md. Code Ann., Corps. & Ass’ns § 4A-202(a).]

1.3 Principal Office

The street address of the Company’s principal office in the State of Maryland is:
[PLACEHOLDER: STREET ADDRESS, CITY, COUNTY, STATE, ZIP].

1.4 Resident Agent

(a) Name: [PLACEHOLDER: RESIDENT AGENT NAME]
(b) Physical Address: [PLACEHOLDER: STREET ADDRESS, CITY, COUNTY, MD ZIP]
(c) The resident agent’s written consent is attached hereto as Exhibit A.
[// GUIDANCE: Required by § 4A-204(a)(4).]

1.5 Purpose

The Company is organized for any lawful purpose for which a limited liability company may be formed in Maryland, including without limitation: [PLACEHOLDER: SPECIFIC BUSINESS PURPOSE, IF DESIRED]. (§ 4A-204(a)(3))

1.6 Duration

The Company shall exist perpetually, unless dissolved pursuant to these Articles or the Act.

1.7 Organizer

The undersigned Organizer executes these Articles to form the Company pursuant to Md. Code Ann., Corps. & Ass’ns § 4A-204.

2. DEFINITIONS

The following capitalized terms have the meanings set forth below and apply equally to singular and plural forms. Terms not defined herein have the meanings ascribed in the Maryland Limited Liability Company Act, Md. Code Ann., Corps. & Ass’ns § 4A-101 et seq. (the “Act”).

“Act” – See above.
“Articles” – These Articles of Organization, including all attached Exhibits and Schedules, as amended.
“Business Court” – The Maryland Business & Technology Case Management Program of the Circuit Court for [PLACEHOLDER: COUNTY], or any successor specialized docket.
“Company” – Defined in Section 1.2.
“Manager” – Any Person designated or elected pursuant to Section 3.2 to manage the Company’s business.
“Member” – Any Person admitted as a member under the Act and Section 3.1.
“Operating Agreement” – Any written agreement of the Members concerning the affairs and governance of the Company, including Sections 3–9 hereof.
“Person” – An individual, entity, trust, or other legal or commercial organization.

3. OPERATIVE PROVISIONS

3.1 Admission of Members

Upon the Effective Date, the following Persons are admitted as the initial Members, each holding the Percentage Interest set forth below:

Admission of additional Members shall require (i) the written consent of all existing Members and (ii) amendment of this Section 3.1.

3.2 Management

a) Manager-Managed. The Company shall be managed by one or more Managers.
b) Initial Manager(s): [PLACEHOLDER].
c) Authority. Each Manager has full authority to bind the Company, except as limited by the Act, these Articles, or a resolution of the Members.

3.3 Capital Contributions

Each Member shall contribute the cash, property, or services specified in Schedule 1 attached hereto. Failure to timely contribute constitutes an Event of Default under Section 6.1(a).

3.4 Distributions

Distributable Cash shall be distributed at such times and in such proportions as the Managers determine, subject to statutory solvency tests.

3.5 Tax Classification

The Company shall be classified as [PLACEHOLDER: PARTNERSHIP / S-CORP / DISREGARDED ENTITY] for U.S. federal income tax purposes unless otherwise elected by the Members.

3.6 Operating Agreement Mandate

The Members shall adopt a comprehensive Operating Agreement within 30 calendar days following SDAT issuance of the Certificate of Organization. Failure to do so does not impair the validity of the Company but may expose Members to statutory default rules.

4. REPRESENTATIONS & WARRANTIES

Each Organizer, Member, and Manager (as applicable) represents and warrants to the Company and to each other that, as of the Effective Date and upon admission:

4.1 Authority – They possess full legal right, power, and authority to enter into and perform their obligations under these Articles.

4.2 No Conflict – Execution and performance of these Articles do not and will not violate any other agreement or applicable law binding on such Person.

4.3 Solvency – They are not insolvent and know of no pending insolvency proceedings affecting them.

4.4 Compliance – All information supplied to the Company or SDAT is accurate and complete in all material respects.

Survival: The foregoing representations and warranties survive the filing of these Articles for a period of two (2) years.

5. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants
a) Compliance with Law – The Company shall comply with all applicable federal, state, and local laws.
b) Books & Records – The Managers shall maintain complete and accurate books at the principal office and make them available to any Member upon five (5) business days prior written request.

5.2 Negative Covenants
a) No Ultra Vires Actions – The Company shall not engage in any business outside the Purpose without unanimous Member consent.
b) No Encumbrance – The Company may not pledge substantially all Company assets without approval of Members holding at least [__]% of the Percentage Interests.

5.3 Notice & Cure Periods
A party alleging breach of this Section must give written notice describing the breach with reasonable specificity. The breaching party has 30 days to cure before remedies accrue.

6. DEFAULT & REMEDIES

6.1 Events of Default
a) Failure to make required Capital Contribution within 15 days after written demand.
b) Material breach of any covenant with failure to cure within the period stated in Section 5.3.
c) Bankruptcy or dissolution of a Member or Manager.

6.2 Remedies
Upon an Event of Default, the non-defaulting Members or the Company may:
(i) suspend the defaulting Member’s voting rights;
(ii) pursue damages;
(iii) pursue specific performance or injunctive relief; and
(iv) purchase the defaulting Member’s interest at 80% of Fair Market Value as determined by an independent appraiser.

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

7. RISK ALLOCATION

7.1 Indemnification (Member/Manager)

To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless each Member, Manager, and Officer (an “Indemnitee”) against any claim, loss, or liability incurred in connection with Company affairs, except for: (i) fraud, (ii) willful misconduct, or (iii) knowing violation of law.

7.2 Limited Liability

No Member, Manager, or Officer shall be liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member, Manager, or Officer. (§ 4A-301)

7.3 Insurance

The Company shall maintain general liability and directors & officers coverage in commercially reasonable amounts.

7.4 Force Majeure

No party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, or governmental action, provided the affected party gives prompt written notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

These Articles are governed by, and construed under, the laws of the State of Maryland without regard to conflict-of-law principles.

8.2 Forum Selection

Any suit, action, or proceeding arising out of or relating to the Company shall be brought exclusively in the Business Court unless (i) all parties consent to arbitration under Section 8.3 or (ii) injunctive relief is sought in another court of competent jurisdiction.

8.3 Arbitration (Optional)

[PLACEHOLDER: Include/Exclude] If elected, any dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.

8.4 Jury Waiver (Optional)

[PLACEHOLDER: Include/Exclude] Each party irrevocably waives the right to a trial by jury.

8.5 Injunctive Relief

Nothing herein restricts a party’s right to seek equitable or injunctive relief to prevent actual or threatened breach of these Articles.

9. GENERAL PROVISIONS

9.1 Amendments
Amendments to Sections 1.2–1.6 (public filing content) require filing Articles of Amendment with SDAT. All other amendments require approval of Members holding at least [__]% of Percentage Interests.

9.2 Waiver
No waiver is effective unless in writing and signed by the waiving party. A waiver on one occasion is not a waiver on any subsequent occasion.

9.3 Assignment
No Member may assign its Interest without complying with Section 5.2(b) and obtaining the consent of Members holding at least [__]% of the non-transferring Interests.

9.4 Successors & Assigns
These Articles bind and inure to the benefit of the parties and their respective successors and permitted assigns.

9.5 Severability
If any provision is held unenforceable, the remainder shall be enforced to the fullest extent permitted, and the invalid provision shall be re-formed to reflect its original intent as nearly as possible.

9.6 Entire Agreement
These Articles (including all Exhibits and Schedules) constitute the entire agreement of the Organizer and initial Members with respect to the formation of the Company and supersede all prior discussions.

9.7 Counterparts; Electronic Signatures
These Articles may be executed in counterparts, each of which is deemed an original. Signatures in facsimile, PDF, or electronic format (e.g., DocuSign) are deemed original signatures.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer has executed these Articles on the Effective Date.

Organizer:

Name: [PLACEHOLDER]
Address: [PLACEHOLDER]

Resident Agent Consent (Exhibit A):
I hereby consent to serve as Resident Agent for the Company.

Name: [PLACEHOLDER]
Date: _____

Members:

(Notary block optional under MD law; include if required by lender or internal policy.)

EXHIBIT A — RESIDENT AGENT CONSENT

(Required for SDAT filing)

SCHEDULE 1 — INITIAL CAPITAL CONTRIBUTIONS

(List cash, property, and/or services contributed by each Member)

[// GUIDANCE:
• File Sections 1.2–1.6, Execution Block, and Exhibit A with SDAT along with the filing fee (currently $100 standard, plus optional expedited fee).
• Publication: Maryland has no publication requirement. Retain this notice as evidence of compliance.
• Once SDAT issues the Certificate of Organization, circulate the full document for Member signatures, adopt the promised Operating Agreement, obtain an EIN from the IRS, and register for Maryland tax accounts as needed.
]