**ARTICLES OF ORGANIZATION

OF
[LLC_NAME]
(A North Carolina Limited Liability Company)

[// GUIDANCE: This template is drafted to comply with the North Carolina Limited Liability Company Act, N.C. Gen. Stat. § 57D-1-01 et seq. Sections that must appear in the public filing with the North Carolina Secretary of State (“SOS”) are clearly identified. Remaining sections are optional internal provisions that may be included in the public filing or reserved for an accompanying Operating Agreement or organizational consent.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
    3.1 Formation Information (Public Filing)
    3.2 Purpose
    3.3 Duration
    3.4 Management Structure
    3.5 Membership Interests & Capitalization
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. Document Title. Articles of Organization of [LLC_NAME].
2. Effective Date. These Articles shall be effective upon filing with the SOS or on [DELAYED_EFFECTIVE_DATE] (not more than 90 days after filing), pursuant to N.C. Gen. Stat. § 57D-2-21(c).
3. Governing Law. These Articles and the LLC are governed by the North Carolina Limited Liability Company Act (the “NC LLC Act”).
4. Recitals.
   WHEREAS, the undersigned Organizer(s) desire to form a limited liability company under the laws of the State of North Carolina and hereby adopt these Articles of Organization; and
   WHEREAS, the Members desire limited liability, indemnification of Members and Managers, and other protections described herein;
   NOW, THEREFORE, the Organizer(s) file these Articles of Organization for [LLC_NAME] (the “Company”).

II. DEFINITIONS

For ease of reference, capitalized terms used herein have the meanings set forth below. Terms not defined herein shall have the meanings assigned in the NC LLC Act.

“Act” means the North Carolina Limited Liability Company Act, N.C. Gen. Stat. § 57D-1-01 et seq.
“Articles” means these Articles of Organization, as amended from time to time.
“Company” has the meaning set forth in the Document Header.
“Manager” means any Person designated in Section 3.4.
“Member” means any Person admitted pursuant to Section 3.5.
“Operating Agreement” means the written agreement of the Members executed pursuant to Section 5.1 of the Act.
“Person” includes an individual, entity or any other legal or commercial entity.

[// GUIDANCE: Add or delete defined terms to conform to the Operating Agreement.]

III. OPERATIVE PROVISIONS

3.1 Formation Information (Public Filing Items)

The following items constitute the mandatory content of the public filing under N.C. Gen. Stat. § 57D-2-21(b):

(a) Company Name. [LLC_NAME] (must contain “Limited Liability Company,” “L.L.C.,” or “LLC” and be distinguishable upon SOS records).
(b) Registered Office & Agent.
  • Street Address: [REGISTERED_AGENT_STREET_ADDRESS]
  • Mailing Address (if different): [REGISTERED_AGENT_MAILING_ADDRESS]
  • County: [REGISTERED_OFFICE_COUNTY]
  • Registered Agent: [REGISTERED_AGENT_NAME]
(c) Principal Office. (Optional in NC; recommended)
  • Street Address: [PRINCIPAL_OFFICE_STREET_ADDRESS]
  • City/State/ZIP: [PRINCIPAL_OFFICE_CITY_STATE_ZIP]
(d) Organizer(s). Name(s) & Business Address(es):
  • [ORGANIZER_NAME], [ORGANIZER_ADDRESS]
(e) Management. The Company is / is not (select one) Manager-managed.
  • If Manager-managed, initial Manager(s): [MANAGER_NAME(S)]
(f) Company Email for SOS Notices. [OPTIONAL_EMAIL]
(g) Delayed Effective Date. [DELAYED_EFFECTIVE_DATE] (if applicable).
(h) Additional Provisions. See Sections 3.2 – 9 below.

[// GUIDANCE: Only items (a)–(g) must appear in the public SOS filing. Subsections (h) and the remaining Articles may be filed publicly or kept internal, at the client’s discretion.]

3.2 Purpose

The Company is organized for any lawful purpose for which a limited liability company may be formed under the Act, including but not limited to [DESCRIBE BUSINESS PURPOSE], and to engage in any and all activities incidental or ancillary thereto.

3.3 Duration

The Company shall have perpetual existence unless dissolved in accordance with the Act or the Operating Agreement.

3.4 Management Structure

(a) If Member-Managed, all Members shall manage the Company’s business and affairs.
(b) If Manager-Managed, management is vested in one or more Managers identified in Section 3.1(e) or subsequently elected pursuant to the Operating Agreement.
(c) Managers owe the fiduciary duties set forth in N.C. Gen. Stat. § 57D-3-21, except as lawfully modified in the Operating Agreement.

3.5 Membership Interests & Capitalization

(a) Initial Member(s). [INITIAL_MEMBER_NAME(S)] are admitted as of the Effective Date.
(b) Capital Contributions. Each Member shall contribute the property or services described below:

(c) Additional Members. Additional Members may be admitted pursuant to the Operating Agreement and with the written consent of a Majority in Interest of the Members.

IV. REPRESENTATIONS & WARRANTIES

1. Organizer Authority. Each Organizer represents that he or she is authorized to execute and file these Articles.
2. Compliance. The Company shall at all times maintain a registered office and registered agent in the State of North Carolina and comply with annual reporting requirements of the SOS.
3. No Conflict. Filing these Articles does not conflict with any agreement, judgment, or law binding on any Organizer or Member.

V. COVENANTS & RESTRICTIONS

1. Statutory Compliance. The Company shall comply with all applicable federal, state, and local laws, including tax filings and business licenses.
2. Operating Agreement. The Members covenant to adopt an Operating Agreement within thirty (30) days after the Effective Date, which shall govern the relations among Members and Managers to the fullest extent permitted by the Act.
3. Records. The Company shall maintain the records required under N.C. Gen. Stat. § 57D-3-04 at its principal office.

VI. DEFAULT & REMEDIES

1. Events of Default. The following constitute an “Event of Default” by a Member:
   a. Material breach of the Operating Agreement;
   b. Failure to make required capital contributions after ten (10) days’ written notice to cure;
   c. Bankruptcy or insolvency events;
   d. Withdrawal in violation of the Operating Agreement.
2. Remedies. Upon an Event of Default, the non-defaulting Members may:
   a. Purchase the defaulting Member’s Interest at Fair Market Value less damages;
   b. Seek specific performance, injunctive relief, or damages;
   c. Expel the defaulting Member as permitted by the Act.
3. Attorneys’ Fees. The prevailing party in any dispute arising hereunder shall be entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Limited Liability. Except as otherwise required by the Act, no Member or Manager shall be liable for the debts, obligations, or liabilities of the Company solely by reason of being or acting as a Member or Manager.
2. Indemnification. The Company shall indemnify and hold harmless any Member, Manager, Organizer, or officer (each, an “Indemnified Party”) to the fullest extent permitted by the Act against any claim, loss, or liability arising out of such person’s status or activities on behalf of the Company, except for (i) acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law, or (ii) any transaction from which the Indemnified Party derived an improper personal benefit.
3. Liability Cap. To the maximum extent permitted by law, the aggregate liability of any Indemnified Party to the Company and its Members, whether in contract, tort, or otherwise, shall not exceed the total amount of distributions actually received by such Indemnified Party from the Company.
4. Insurance. The Company shall use commercially reasonable efforts to purchase and maintain insurance (including D&O or equivalent liability coverage) for the protection of the Company and the Indemnified Parties.

VIII. DISPUTE RESOLUTION

1. Governing Law. These Articles and any related dispute are governed by the laws of the State of North Carolina, without regard to conflicts-of-law principles.
2. Forum Selection. Any civil action or proceeding arising out of or relating to Company matters shall be brought exclusively in the North Carolina Business Court.
3. Arbitration (Optional). Upon the written election of any party, disputes shall be resolved by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
4. Jury Trial Waiver (Optional). EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM.
5. Injunctive Relief. Nothing herein shall limit any party’s right to seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration or litigation on the merits.

IX. GENERAL PROVISIONS

1. Amendment. These Articles may be amended or restated as permitted by N.C. Gen. Stat. § 57D-2-22 and the Operating Agreement with the approval of Members holding at least [SUPERMAJORITY_PERCENT]% of the Membership Interests.
2. Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving party.
3. Assignment. A Member may not assign or encumber its Membership Interest except as permitted by the Operating Agreement and the Act.
4. Severability. If any provision is unenforceable, the remaining provisions shall be interpreted to effect the intent of the parties.
5. Entire Agreement. These Articles and the Operating Agreement (once adopted) constitute the entire agreement regarding the subject matter hereof.
6. Counterparts & Electronic Signatures. These Articles may be executed in counterparts, each of which is deemed an original, and signatures transmitted electronically shall be deemed original signatures for all purposes.

X. EXECUTION BLOCK

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

[// GUIDANCE: North Carolina does not require notarization or witness attestation for Articles of Organization. Electronic filing via the SOS online portal is accepted and encouraged.]

STATEMENT OF REGISTERED AGENT CONSENT

I, [REGISTERED_AGENT_NAME], hereby consent to serve as Registered Agent for [LLC_NAME] as required by N.C. Gen. Stat. § 55D-30.

[REGISTERED_AGENT_NAME]
Date: _____

[// GUIDANCE: File the public portion (Section 3.1 plus signature blocks) with the NC Secretary of State and retain internal provisions as part of the Company’s minute book or include them in the Operating Agreement. No publication is required in North Carolina. Annual Reports are due by April 15 of each year following the year of formation.]