ARTICLES OF ORGANIZATION

of [LLC_NAME]

(a Minnesota Limited Liability Company)

[// GUIDANCE: This template is drafted to comply with the Minnesota Revised Uniform Limited Liability Company Act (“MRULLCA”), Minn. Stat. ch. 322C. Customize bracketed items and optional provisions before filing with the Minnesota Secretary of State (“SOS”).]

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

(Internal cross-references appear as “§ X.Y”.)

1. DOCUMENT HEADER

1.1 Effective Date

These Articles of Organization (“Articles”) are effective on the date (the “Effective Date”) stamped “FILED” by the Minnesota SOS.

1.2 Organizers

The undersigned Organizer(s) (“Organizer”) adopt these Articles for the purpose of forming a Minnesota limited liability company pursuant to Minn. Stat. § 322C.0201.

1.3 Recitals

A. The Organizer desires to form a limited liability company under the laws of the State of Minnesota.
B. These Articles set forth the information required by MRULLCA and certain optional provisions intended to supplement the company’s Operating Agreement.

2. DEFINITIONS

For purposes of these Articles, the following terms have the meanings set forth below. Capitalized terms not defined in § 2 have the meanings ascribed in MRULLCA.

“Act” means Minn. Stat. ch. 322C, as amended.
“Articles” has the meaning given in § 1.
“Company” means [LLC_NAME].
“Governing Law” has the meaning given in § 8.1.
“Manager” means the person(s) elected in accordance with § 3.4(b).
“Member” means each person admitted as a member of the Company pursuant to the Act and the Operating Agreement.
“Operating Agreement” means the written, oral, or implied agreement of the Members concerning the affairs of the Company and the conduct of its business, as contemplated by the Act.
“Registered Office” has the meaning given in § 3.3(a).

3. OPERATIVE PROVISIONS

3.1 Name (§ 322C.0108)

The legal name of the Company is [LLC_NAME], which shall include the words “Limited Liability Company,” “LLC,” or “L.L.C.”

3.2 Purpose

The Company may engage in any lawful business for which an LLC may be organized under Minnesota law, including, without limitation, [BROAD BUSINESS DESCRIPTION].

3.3 Registered Office; Registered Agent

a. Registered Office: [REGISTERED OFFICE STREET ADDRESS, CITY, MN ZIP].
b. Registered Agent (optional): [REGISTERED AGENT NAME], whose business address is identical to the Registered Office.

[// GUIDANCE: Minnesota law requires a Registered Office located in the state but does NOT require a Registered Agent. A designated agent is recommended for service-of-process clarity.]

3.4 Management

a. Management Structure. The Company is [SELECT ONE: “member-managed” | “manager-managed”] pursuant to Minn. Stat. § 322C.0407.
b. Manager-Managed Option. If manager-managed, the Members shall elect one or more Managers. The name and address of the initial Manager(s) are:
• [MANAGER NAME & ADDRESS]

3.5 Duration

The Company shall exist in perpetuity unless earlier dissolved in accordance with the Act, these Articles, or the Operating Agreement.

3.6 Principal Place of Business

The principal executive office of the Company is [FULL ADDRESS], or such other place as determined by the Members.

3.7 Initial Members

The name and address of each initial Member are:
• [MEMBER NAME & ADDRESS]

3.8 Additional Provisions Permitted Under § 322C.0201(d)

a. Limitation of Liability. No Member or Manager shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member or Manager, except as expressly provided in the Act or these Articles.
b. Indemnification. The Company shall indemnify and hold harmless each Member, Manager, officer, or committee member to the fullest extent permitted under the Act and the Operating Agreement.
c. Series (Optional). [IF APPLICABLE] The Company may establish one or more protected series in accordance with Minn. Stat. § 322C.0110 et seq.

3.9 Operating Agreement Mandate

Each Member agrees to enter into or ratify an Operating Agreement within [__] days of the Effective Date. Failure to do so shall not affect the validity of these Articles but may constitute an internal default subject to § 6.1(c).

3.10 Publication Requirement

No publication of these Articles is required under Minnesota law. The Members may voluntarily publish a notice of organization in [COUNTY] newspapers to provide additional public notice.

[// GUIDANCE: Publication is optional in MN; this clause satisfies the “Publication Requirements” variation requested.]

4. REPRESENTATIONS & WARRANTIES

Each Organizer represents and warrants to the Company and to each other that:
a. Authority. He/she has full legal capacity to execute and file these Articles.
b. Accuracy. All information supplied in these Articles is true, correct, and complete as of the Effective Date.
c. No Conflict. Filing these Articles does not violate any agreement to which the Organizer is a party.

These representations survive filing for a period of one (1) year.

5. COVENANTS & RESTRICTIONS

5.1 Compliance. The Company shall maintain its Registered Office and update the SOS upon any change (§ 322C.0116).
5.2 Records. The Company shall keep at its principal place of business the records required under § 322C.0410.
5.3 Capital Contributions. Members covenant to contribute the capital set forth in the Operating Agreement on the dates specified therein.

6. DEFAULT & REMEDIES

6.1 Events of Default
a. Failure to Make Capital Contribution when due.
b. Material breach of the Operating Agreement.
c. Failure to adopt an Operating Agreement within § 3.9 timeframe.

6.2 Cure Period
The defaulting party has fifteen (15) days’ written notice to cure, unless the Operating Agreement provides otherwise.

6.3 Remedies
a. Specific performance or injunctive relief.
b. Compulsory buyout at a discounted fair-value formula contained in the Operating Agreement.
c. Expulsion of a Member under § 322C.0601(5).

6.4 Attorneys’ Fees
Prevailing party is entitled to reasonable attorneys’ fees and costs incurred in enforcing these Articles.

7. RISK ALLOCATION

7.1 Indemnification (Member/Manager). The Company shall indemnify each Member, Manager, and officer against claims and liabilities arising out of Company activities, except to the extent resulting from that person’s fraud, willful misconduct, or knowing violation of law.

7.2 Limitation of Liability. In no event shall any Member or Manager be liable to the Company or to any other Member for monetary damages in excess of the amount of the Member’s unreturned capital contributions, except as otherwise required by the Act.

7.3 Insurance. The Company shall maintain commercially reasonable general liability and, if manager-managed, directors & officers insurance, naming each indemnified person as an additional insured.

7.4 Force Majeure. No Member or Manager shall be deemed in default for failure or delay caused by events beyond reasonable control, including acts of God, war, epidemic, or governmental action.

8. DISPUTE RESOLUTION

8.1 Governing Law. These Articles and all rights and obligations of the parties shall be governed by the internal laws of the State of Minnesota (the “Governing Law”), without regard to conflict-of-law principles.

8.2 Forum Selection. Any court proceeding arising under the Act or these Articles shall be brought exclusively in the [INSERT “Minnesota Business Court, Fourth Judicial District” or other county-specific business court] and each party irrevocably submits to such court’s jurisdiction.

8.3 Arbitration (Optional). By unanimous written consent, the Members may elect to submit any dispute to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, seated in [CITY], Minnesota.

8.4 Jury Trial Waiver (Optional). To the extent permitted by law, the parties waive any right to a trial by jury in any proceeding arising out of these Articles.

8.5 Injunctive Relief. Nothing in this § 8 limits a party’s right to seek provisional or injunctive relief in a court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 Amendments. These Articles may be amended only by filing Articles of Amendment with the SOS in accordance with § 322C.0202 and by the consent threshold specified in the Operating Agreement.

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

9.3 Assignment. Except as permitted in the Operating Agreement, a Member may not assign or transfer its interest without unanimous Member consent.

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 of these Articles is held invalid under the Act or other applicable law, the remainder shall be enforced to the fullest extent permitted.

9.6 Entire Agreement. These Articles and the Operating Agreement constitute the entire agreement among the Members with respect to the subject matter herein.

9.7 Electronic Signatures; Counterparts. These Articles may be executed in any number of counterparts and 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 Organizer(s) execute these Articles of Organization as of the Effective Date.

[// GUIDANCE: Minnesota does NOT require notarization for SOS filing. Attach SOS-approved Cover Sheet if filing by paper. For online filing, input data directly into the SOS web portal and upload any optional provisions in PDF.]

Filing Instructions (Non-substantive)

1. Confirm name availability via the MN SOS Business Name Search.
2. File online or mail to: Minnesota Secretary of State – Business Services, 60 Empire Dr., Suite 100, St. Paul, MN 55103.
3. Remit the current filing fee ([CHECK CURRENT FEE]).
4. Retain the SOS “FILED”-stamped copy with the Company records.
5. Within 90 days, adopt or ratify a comprehensive Operating Agreement.

These Articles are drafted for professional use and should be reviewed for client-specific modifications prior to filing.