ARTICLES OF ORGANIZATION

OF [LLC NAME], A MICHIGAN LIMITED LIABILITY COMPANY

(the “Articles”)

[// GUIDANCE: These Articles of Organization have been drafted to exceed the statutory minimums required under the Michigan Limited Liability Company Act, 1993 PA 23, MCL 450.4101 et seq. (the “Act”). Many provisions below are optional or supplemental and may be revised, omitted from the public filing copy, or shifted into the Operating Agreement at counsel’s discretion.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions (Formation & Governance)
IV. Representations & Warranties of Organizer
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1.1 Name. The name of the limited liability company (the “Company”) is [LLC NAME], which shall at all times include the words “Limited Liability Company,” “L.L.C.,” or “LLC,” as required by MCL 450.4203.

1.2 Effective Date. These Articles shall become effective
    a. on the date of filing by the Michigan Department of Licensing and Regulatory Affairs (“LARA”); or
    b. on [DEFERRED EFFECTIVE DATE – not more than 90 days after filing].
[// GUIDANCE: Delete Option (b) if immediate effectiveness is desired.]

1.3 Principal Office. The street address of the Company’s principal place of business in Michigan is [STREET ADDRESS, CITY, MI ZIP].

1.4 Registered Office & Resident Agent.
    a. Registered Office: [REGISTERED OFFICE STREET ADDRESS, CITY, MI ZIP]
    b. Resident Agent: [NAME OF RESIDENT AGENT]

1.5 Organizer. The name and address of the Organizer executing these Articles is [ORGANIZER NAME & ADDRESS].

II. DEFINITIONS

For purposes of these Articles, the following terms have the meanings set forth below (definitions apply equally to singular and plural forms):

“Act” – the Michigan Limited Liability Company Act, 1993 PA 23, MCL 450.4101 et seq., as amended.
“Articles” – these Articles of Organization and all duly adopted amendments.
“Company” – [LLC NAME], the Michigan limited liability company formed hereby.
“Manager” – an individual or entity appointed pursuant to Section 3.4 to manage the Company if it is Manager-Managed.
“Member” – any Person admitted as a member in accordance with the Act and the Operating Agreement.
“Operating Agreement” – the written agreement of the Members adopted pursuant to Section 3.7.
“Person” – an individual, partnership, corporation, trust, or any other legal or commercial entity.

[// GUIDANCE: Add, delete, or revise defined terms to match the Operating Agreement.]

III. OPERATIVE PROVISIONS

3.1 Purpose.

The Company is formed for [“any lawful purpose for which a limited liability company may be organized under the Act” / SPECIFIC PURPOSE DESCRIPTION] and to engage in all activities necessary, convenient, or incidental thereto.

3.2 Duration.

The Company shall exist [perpetually] unless dissolved earlier in accordance with the Act or the Operating Agreement.

3.3 Management Structure.

The Company shall be [MEMBER-MANAGED / MANAGER-MANAGED].
[// GUIDANCE: If Manager-Managed, identify initial Manager(s) here or in Schedule A.]

3.4 Limitation on Liability of Members and Managers.

Except as otherwise required by the Act, no Member or Manager shall be personally liable for the debts, liabilities, or obligations of the Company solely by reason of being a Member or Manager.

3.5 Indemnification.

To the fullest extent permitted by MCL 450.4216, the Company shall indemnify, defend, and hold harmless each Member, Manager, officer, employee, and agent (each, an “Indemnitee”) against any loss, liability, or expense incurred in connection with the Company, except to the extent such loss, liability, or expense is finally determined by a court of competent jurisdiction to have resulted from the Indemnitee’s gross negligence, willful misconduct, or knowing violation of law.

3.6 Liability Cap.

The aggregate liability of all Indemnitees to the Company and its Members for monetary damages shall not exceed the amount of such Indemnitee’s unreturned capital contributions, except as otherwise required by the Act.

3.7 Operating Agreement Mandate.

Contemporaneously with or promptly following the filing of these Articles, the Members shall enter into a written Operating Agreement governing the internal affairs of the Company and the conduct of its business. The Operating Agreement may contain any provision not inconsistent with the Act or these Articles. In the event of a direct conflict between these Articles and the Operating Agreement, the Operating Agreement shall control to the maximum extent permitted by the Act.

3.8 Admission of Additional Members.

Additional Members may be admitted only in accordance with the Operating Agreement and the Act.

3.9 Required Notices & Publication.

Michigan law does not impose a publication requirement upon formation of an LLC. The Organizer shall, however, comply with any future statutory publication mandate enacted after the Effective Date.

IV. REPRESENTATIONS & WARRANTIES OF ORGANIZER

4.1 Organization Authority. The Organizer represents that he/she/it has full authority to execute and file these Articles.

4.2 Accuracy. The information set forth herein is complete and accurate to the best knowledge of the Organizer on the date of signing and is made for the benefit of the Company, its Members, and all persons who may rely hereon.

[// GUIDANCE: Section IV typically exceeds statutory filing requirements and may be retained for the Company’s records rather than included in the public filing.]

V. COVENANTS & RESTRICTIONS

5.1 Compliance with Law. The Company shall at all times comply with applicable local, state, and federal laws, including required licensure and reporting obligations.

5.2 Books & Records. The Company shall keep and maintain complete and accurate books, records, and minutes at its principal office in accordance with the Act.

5.3 Annual Statement. The Company shall file its annual statement with LARA on or before February 15 of each year as required by MCL 450.4207.

VI. DEFAULT & REMEDIES

6.1 Events of Default. For purposes of these Articles, each of the following shall constitute an “Event of Default”:
a. Failure of the Company to maintain a registered office or resident agent in Michigan;
b. Failure to file the annual statement for two consecutive years;
c. Entry of a final judgment requiring dissolution under the Act.

6.2 Cure Period. The Company shall have thirty (30) days after written notice of an Event of Default to cure the default before any Member or Manager may seek judicial dissolution.

6.3 Remedies. Upon the occurrence of an Event of Default that is not timely cured, any Member or Manager may pursue (i) injunctive relief, (ii) specific performance, or (iii) judicial dissolution in accordance with the Act, together with reasonable attorneys’ fees and expenses.

VII. RISK ALLOCATION

7.1 Indemnification. See Section 3.5.

7.2 Limitation on Liability. See Section 3.6.

7.3 Insurance. The Company shall obtain and maintain commercial general liability and any other insurance reasonably required by the Members or Managers.

7.4 Force Majeure. No Member or Manager shall be liable to the Company or to the other Members for any failure or delay in performing obligations under these Articles (other than the payment of money) due to acts of God, war, terrorism, pandemic, governmental restriction, or any other cause beyond the reasonable control of the affected party.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. These Articles and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict-of-laws rules.

8.2 Forum Selection. Any action or proceeding arising out of or relating to the Company shall be brought exclusively in the [NAME OF COUNTY] Circuit Court, Business Court Division, State of Michigan.

8.3 Arbitration (Optional).
[ ] Check if the Members have elected binding arbitration.
If selected, any dispute shall be resolved by confidential, final, and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

8.4 Jury Waiver (Optional).
[ ] Check if jury trial is waived.
If selected, the parties irrevocably waive all rights to trial by jury in any action or proceeding relating to these Articles.

8.5 Injunctive Relief. Nothing in this Section shall limit the right of any party to seek provisional or injunctive relief in aid of arbitration or to prevent irreparable harm.

IX. GENERAL PROVISIONS

9.1 Amendments. These Articles may be amended only by filing a Certificate of Amendment with LARA in accordance with MCL 450.4206 and by the approval threshold set forth in the Operating Agreement.

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

9.3 Assignment. The interests of a Member may be assigned only in strict compliance with the limitations in the Operating Agreement and the Act.

9.4 Severability. If any provision of these Articles is invalid or unenforceable under applicable law, the remainder shall be interpreted so as best to give effect to the intent of the parties.

9.5 Entire Agreement. These Articles, together with the Operating Agreement and any schedules or exhibits hereto, constitute the entire agreement of the Organizer with respect to the formation of the Company.

9.6 Counterparts; Electronic Signatures. These Articles may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed originals for all purposes.

X. EXECUTION BLOCK

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

Organizer:

[ORGANIZER NAME], Organizer

[// GUIDANCE: Add notary acknowledgment below if required by local filing practice. Michigan does not mandate notarization for LLC Articles, but some practitioners include it for evidentiary purposes.]

OPTIONAL SCHEDULE A

Initial Manager(s) or Member(s)

[// GUIDANCE: Schedule A is not filed with LARA unless you intentionally append it to the public record. Many clients prefer to omit ownership percentages from the public copy.]

[// GUIDANCE SUMMARY:
1. Public vs. Internal Versions – Consider filing a streamlined public copy (Sections I & III mandatory) and retaining the full version internally.
2. Operating Agreement – Michigan law does not require filing the Operating Agreement, but failure to adopt one exposes Members to unnecessary statutory default rules.
3. Publication – No publication is presently required in Michigan; monitor for legislative changes.
4. Arbitration & Jury Waiver – Make affirmative selections in Section VIII before execution.
5. Statutory Citations – Only well-established statutory references (e.g., MCL 450.4203) are included per the Citation Policy. Verify any future amendments prior to filing. ]