ARTICLES OF ORGANIZATION

OF [COMPANY NAME, LLC]

A MONTANA LIMITED LIABILITY COMPANY

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.01 Name
   3.02 Duration
   3.03 Business Purpose
   3.04 Principal Office
   3.05 Registered Agent & Registered Office
   3.06 Management Structure
   3.07 Initial Members / Managers
   3.08 Capital Contributions (Optional)
   3.09 Indemnification & Limited Liability
   3.10 Operating Agreement Acknowledgment
   3.11 Optional Professional Services Statement
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

Effective Date: [MONTH] [DAY], [YEAR]

These Articles of Organization (the “Articles”) are filed pursuant to Mont. Code Ann. §§ 35-8-201 et seq. (2023) (the “Act”) to form a Montana limited liability company (the “Company”).

2. DEFINITIONS

For purposes of these Articles, capitalized terms have the meanings set forth below; terms not defined carry the meaning assigned by the Act.

“Articles” has the meaning provided in the Document Header.
“Company” means [COMPANY NAME, LLC], the limited liability company formed hereby.
“Member” means any person admitted as a member of the Company in accordance with the Operating Agreement and the Act.
“Manager” means any person designated to manage the Company if the Company elects manager-management.
“Operating Agreement” means the limited liability company agreement of the Members, whether written, oral, or implied, as permitted by § 35-8-109, MCA.

3. OPERATIVE PROVISIONS

3.01 Name

The legal name of the Company is [COMPANY NAME, LLC], containing the words “Limited Liability Company,” “Limited Company,” or the abbreviations “L.L.C.,” “LLC,” “L.C.,” or “LC,” as required by § 35-8-103, MCA.

3.02 Duration

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

3.03 Business Purpose

The Company is organized to engage in any lawful act or activity for which a limited liability company may be organized under Montana law, including but not limited to [GENERAL DESCRIPTION OF BUSINESS].

3.04 Principal Office

Street Address: [STREET ADDRESS]
City, County, State, ZIP: [CITY], [COUNTY] County, Montana [ZIP]

3.05 Registered Agent & Registered Office

Registered Agent: [REGISTERED AGENT NAME]
Physical Address (no P.O. Box): [REGISTERED AGENT STREET ADDRESS], [CITY], MT [ZIP]

3.06 Management Structure

(Check one)
☐ Member-managed
☐ Manager-managed

If Manager-managed, the name and business address of each initial Manager are:

If Member-managed, the name and mailing address of each initial Member are:

3.07 Initial Members / Managers

3.08 Capital Contributions (Optional)

The Members have contributed, or will contribute, the property and/or cash reflected opposite their names in the Company records. Additional contributions shall be governed by the Operating Agreement.

3.09 Indemnification & Limited Liability

1. Indemnification. To the fullest extent permitted under the Act, the Company shall indemnify any Member, Manager, or Officer who is made or threatened to be made a party to a proceeding by reason of such status, for reasonable expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred.
2. Limited Liability. No Member, Manager, or Officer shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member, Manager, or Officer.

3.10 Operating Agreement Acknowledgment

The Members shall adopt an Operating Agreement within [___] days of the Effective Date.

3.11 Optional Professional Services Statement

☐ Check if the Company is a “professional limited liability company” (“PLLC”) organized to render the following professional services: [DESCRIBE PROFESSIONAL SERVICE]. All organizers, Members, and Managers are duly licensed or otherwise legally authorized in Montana to render such services.

4. REPRESENTATIONS & WARRANTIES

Each Organizer executing these Articles represents and warrants that:
a. They are of legal age and capacity to execute and file these Articles.
b. The information contained herein is true, correct, and complete to the best of their knowledge.
c. They have obtained all required consents from the initial Members and Managers.

The foregoing representations survive the filing of these Articles.

5. COVENANTS & RESTRICTIONS

a. Compliance. The Company shall remain in good standing with the Montana Secretary of State by timely filing annual reports and paying all required fees.
b. Maintenance of Registered Agent. The Company shall continuously maintain a registered agent and registered office in the State of Montana.
c. Books & Records. The Company shall keep at its principal office the records required by § 35-8-108, MCA, available for inspection by any Member.

6. DEFAULT & REMEDIES

Failure to comply with the covenants herein or the Act constitutes an “Event of Default.” Upon an Event of Default, a non-defaulting Member or Manager may:
1. Issue written notice specifying the default and providing a 30-day cure period;
2. Seek specific performance or injunctive relief;
3. Recover attorneys’ fees and costs incurred in enforcing these Articles; and
4. Pursue any other remedy available at law or in equity.

7. RISK ALLOCATION

7.01 Member/Manager Indemnity

Each Member and Manager agrees to indemnify the Company against any loss arising from a breach of their representations or covenants herein.

7.02 Limitation of Liability

To the maximum extent permitted under the Act, the aggregate liability of any Member, Manager, or Officer for monetary damages shall not exceed the amount of their capital contributions actually made to the Company, except for liabilities arising from:
1. Intentional misconduct or knowing violation of law;
2. Personal receipt of a financial benefit to which they are not entitled; or
3. Liability expressly imposed by the Act that may not be limited by agreement.

7.03 Insurance

The Company shall maintain commercially reasonable general liability insurance and, if rendering professional services, professional liability coverage in amounts not less than [AMOUNT] per claim.

7.04 Force Majeure

No Member or Manager shall be liable for any failure or delay in performance caused by events beyond their reasonable control, including but not limited to acts of God, war, pandemic, or governmental orders.

8. DISPUTE RESOLUTION

8.01 Governing Law

These Articles shall be governed by, and construed in accordance with, the laws of the State of Montana without regard to its conflict-of-laws rules.

8.02 Forum Selection

The parties agree that any suit, action, or proceeding arising out of or relating to the Company shall be brought exclusively in the Montana Business & Commercial Court, or, if that court lacks jurisdiction, in any state court sitting in [COUNTY] County, Montana.

8.03 Arbitration (Optional)

☐ If checked, the parties shall submit any dispute, claim, or controversy to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.

8.04 Jury Waiver (Optional)

☐ If checked, each party hereby irrevocably waives the right to a trial by jury in any action or proceeding arising out of these Articles.

8.05 Injunctive Relief

Nothing in this Section 8 shall limit any party’s right to seek provisional or injunctive relief in a court of competent jurisdiction.

9. GENERAL PROVISIONS

9.01 Amendments. These Articles may be amended only by filing Articles of Amendment with the Montana Secretary of State in accordance with § 35-8-204, MCA.

9.02 Severability. If any provision of these Articles is held unenforceable, such provision shall be reformed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

9.03 Integration. These Articles constitute the entire public filing of the Company and supersede all prior public filings with respect to the subject matter hereof.

9.04 Counterparts; Electronic Signatures. These Articles may be executed in one or more counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Signatures delivered electronically (e.g., PDF or DocuSign) shall be deemed original signatures.

9.05 Successors & Assigns. These Articles bind and inure to the benefit of the Company and its successors and permitted assigns.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer(s) execute these Articles as of the Effective Date set forth above.

ACKNOWLEDGMENT OF REGISTERED AGENT

I, [REGISTERED AGENT NAME], hereby consent to serve as the registered agent for service of process for [COMPANY NAME, LLC] in the State of Montana.