ARTICLES OF ORGANIZATION

of

[FULL LEGAL NAME OF COMPANY, LLC]

A Missouri Limited Liability Company

[// GUIDANCE: This template is drafted to satisfy §347.039 of the Missouri Limited Liability Company Act (the “Act”) and to incorporate additional, optional governance provisions requested by sophisticated practitioners. Delete any bracketed text that is inapplicable, and confirm all information before filing with the Missouri Secretary of State.]

TABLE OF CONTENTS

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

I. DOCUMENT HEADER

1. Effective Date. These Articles of Organization (the “Articles”) shall become effective on the [EFFECTIVE DATE] (the “Effective Date”), or if left blank, on the date of filing with the Missouri Secretary of State.
2. Formation. The undersigned organizer(s) hereby form a limited liability company pursuant to the Act and the terms set forth herein.
3. Name. The name of the limited liability company (the “Company”) is [FULL LEGAL NAME OF COMPANY, LLC], which name shall contain one of the designations required by §347.039(1).
4. Principal Place of Business. [STREET ADDRESS, CITY, STATE, ZIP].
5. Registered Agent & Registered Office.
   a. Registered Agent: [NAME OF REGISTERED AGENT]
   b. Registered Office: [STREET ADDRESS, MISSOURI CITY, MO ZIP]

II. DEFINITIONS

Unless the context clearly indicates otherwise, the following terms shall have the meanings set forth below. Capitalized terms defined herein are used throughout these Articles.

“Act” means the Missouri Limited Liability Company Act, Mo. Rev. Stat. Chapter 347, as amended.
“Articles” has the meaning set forth in the Document Header.
“Company” means [FULL LEGAL NAME OF COMPANY, LLC].
“Manager” means a Person vested with management authority as provided in Section III.7.
“Member” means a Person holding a Membership Interest in the Company.
“Person” means any natural person, corporation, LLC, partnership, trust, or other legal entity.

III. OPERATIVE PROVISIONS

1. Purpose. The Company is organized for [ANY LAWFUL PURPOSE / SPECIFIC PURPOSE], and to engage in any lawful activities ancillary or incidental thereto.
2. Duration. The duration of the Company shall be [PERPETUAL / UNTIL (DATE)], unless earlier dissolved pursuant to the Act or the Operating Agreement.
3. Limited Liability. No Member, Manager, officer, or organizer shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being such, as permitted under the Act.
4. Initial Members. The name and business address of each initial Member are:
   • [NAME 1], [ADDRESS]
   • [NAME 2], [ADDRESS]
   [Add or delete lines as necessary.]
5. Capital Contributions. Each initial Member shall contribute the cash, property, or services specified in [SCHEDULE A] attached hereto.
6. Admission of Additional Members. Additional Members may be admitted in accordance with the Operating Agreement.
7. Management. Management of the Company shall be ☐ Member-Managed ☐ Manager-Managed.
   a. If Member-Managed: Each Member is an agent of the Company for the purpose of its business.
   b. If Manager-Managed:
   i. Management is vested exclusively in the Manager(s) listed below.
   ii. Names and business addresses of initial Manager(s):
   • [MANAGER NAME 1], [ADDRESS]
   • [MANAGER NAME 2], [ADDRESS]
8. Operating Agreement. The Members shall enter into a written Operating Agreement pursuant to §347.081 of the Act within [XX] days of the Effective Date. The Operating Agreement shall govern internal affairs and, to the extent not inconsistent with these Articles or the Act, shall be binding on the Company and its Members.

IV. REPRESENTATIONS & WARRANTIES

1. Organizer Authority. Each Organizer represents and warrants that he or she is of legal age and has full authority to execute and file these Articles.
2. Information Accuracy. The information contained in these Articles is true and correct in all material respects as of the Effective Date.

[// GUIDANCE: Missouri requires only minimal representations. Additional warranties below are optional and primarily defensive.]

3. No Conflict. The execution and filing of these Articles do not conflict with any agreement, judgment, or law binding upon the Organizer.
4. Compliance With Law. The Company will conduct its business in material compliance with all applicable laws and regulations.
5. Survival. The representations and warranties set forth in this Section IV shall survive formation of the Company.

V. COVENANTS & RESTRICTIONS

1. Duty to Execute Operating Agreement. Each Member covenants to negotiate in good faith and execute the Operating Agreement referenced in Section III.8.
2. Compliance. The Company and its Members shall comply in all material respects with:
   a. The Act;
   b. All other applicable federal, state, and local laws; and
   c. Any license, permit, or regulatory requirement applicable to the Company’s business.
3. Record Maintenance. The Company shall keep and maintain the records required by §347.091 at its principal place of business or such other place as the Managers may determine.

VI. DEFAULT & REMEDIES

1. Events of Default. Each of the following shall constitute an “Event of Default”:
   a. A Member’s failure to make a required Capital Contribution within [XX] days after written notice;
   b. Material breach of the Operating Agreement not cured within [XX] days after written notice;
   c. Any act or omission by a Member or Manager constituting gross negligence, willful misconduct, or fraud against the Company.
2. Remedies. Upon the occurrence of an Event of Default, the non-defaulting Members may pursue any remedy available at law or in equity, including without limitation:
   a. Specific performance;
   b. Injunctive relief;
   c. Expulsion of the defaulting Member pursuant to the Operating Agreement;
   d. Recovery of attorneys’ fees and costs.

[// GUIDANCE: Because the Act provides limited statutory default remedies, practitioners commonly supplement as above.]

VII. RISK ALLOCATION

1. Indemnification. The Company shall, to the fullest extent permitted by the Act, indemnify and hold harmless any Member, Manager, officer, organizer, or agent (each, an “Indemnitee”) from and against any and all losses, claims, demands, liabilities, expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement, arising out of or in connection with the Company, except to the extent such losses result from the Indemnitee’s fraud, willful misconduct, or knowing violation of law.
2. Limitation of Liability. In any action brought against a Member or Manager in connection with the Company, liability shall be limited to the maximum extent permitted under the Act. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL ANY MEMBER OR MANAGER BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
3. Insurance. The Company may purchase and maintain insurance on behalf of any Indemnitee against any liability asserted against such Person in any capacity related to the Company.
4. Force Majeure. No Member or Manager shall be liable to the Company or to any other Member or Manager for any delay or failure to perform that is due to causes beyond such Person’s reasonable control, including acts of God, war, terrorism, pandemic, or governmental action.

VIII. DISPUTE RESOLUTION

1. Governing Law. These Articles and the rights of the parties hereto shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict-of-law rules.
2. Forum Selection. Any action arising out of or relating to the Company or these Articles shall be brought exclusively in the [CIRCUIT COURT OF [COUNTY] COUNTY, MISSOURI, BUSINESS DIVISION] (the “Designated Court”).
3. Arbitration (Optional). ☐ Selected ☐ Not Selected
   a. If Selected: Any dispute not resolved within [30] days after written notice shall be submitted to binding arbitration administered by [ARBITRATION ORGANIZATION] under its commercial rules. Judgment on the award may be entered in any court of competent jurisdiction.
4. Jury Trial Waiver (Optional). ☐ Selected ☐ Not Selected
   If selected, EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY in any action or proceeding arising out of or relating to the Company, these Articles, or the Operating Agreement.
5. Injunctive Relief. Nothing in this Section shall limit the right of any party to seek provisional or injunctive relief from the Designated Court to prevent irreparable harm.

IX. GENERAL PROVISIONS

1. Amendments. These Articles may be amended only by the affirmative vote or written consent of Members holding at least [PERCENTAGE]% of the Membership Interests, and by filing Articles of Amendment with the Missouri Secretary of State pursuant to the Act.
2. Waiver. No waiver by any party of any breach or default shall be deemed a waiver of any other breach or default.
3. Assignment. No Member may assign or transfer its Membership Interest except as permitted under the Operating Agreement and the Act.
4. Severability. If any provision of these Articles is held invalid or unenforceable, the remainder shall be enforced to the fullest extent permitted by law.
5. Entire Agreement. As between the Organizer(s) and the State of Missouri, these Articles constitute the entire agreement regarding formation of the Company; provided, however, that the Operating Agreement, when executed, shall govern as between the Members inter se.
6. Successors & Assigns. These Articles shall be binding upon and inure to the benefit of the Company and its successors and permitted assigns.
7. Counterparts; Electronic Signatures. These Articles may be executed in multiple counterparts, each of which shall be deemed an original, and signatures transmitted by electronic means shall be deemed original signatures for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer(s) have executed these Articles of Organization on the date(s) set forth below.

[// GUIDANCE: Missouri does not require notarization of Articles of Organization, but notarization can provide additional evidentiary value. Delete if unnecessary.]

STATE OF MISSOURI )
) ss.
COUNTY OF _ )

On this ___ day of _, 20_, before me, the undersigned Notary Public, personally appeared ________, known to me to be the person(s) whose name(s) is/are subscribed to the foregoing Articles of Organization, and acknowledged that he/she/they executed the same for the purposes therein contained.

Notary Public

My commission expires: ___

[// GUIDANCE: Filing Instructions
1. Verify all required fields are completed.
2. File electronically via the Missouri Secretary of State portal or mail Form LLC-1 with the requisite filing fee.
3. Retain a file-stamped copy and the Certificate of Organization for the Company’s records.
4. Missouri presently imposes no statutory publication requirement for LLC formation; practitioners should confirm no county-level local rule applies.
5. Prepare and adopt an Operating Agreement within the time frame stated in Section III.8.
]