ARTICLES OF ORGANIZATION
[FULL LEGAL NAME OF COMPANY, LLC]
A North Dakota Limited Liability Company
[// GUIDANCE: This template is designed to meet North Dakota statutory requirements for forming a domestic limited liability company while incorporating best-practice provisions for risk management, dispute resolution, and member/manager protections. All bracketed items must be customized before filing.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Formation & Organizational Matters
- Purpose & Powers
- Capital Structure; Membership Interests
- Management & Governance
- Limitation of Liability; Indemnification
- Tax Treatment
- Accounting & Records
- Operating Agreement Mandate
- Publication (State-Specific)
- Amendments to Articles
- Dissolution & Winding-Up
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Name of Company: [FULL LEGAL NAME OF COMPANY, LLC] (“Company”).
1.2 Effective Date: [EFFECTIVE DATE] (“Effective Date”).
1.3 State of Organization: The Company is organized pursuant to the North Dakota Limited Liability Company Act, as amended (the “Act”).
1.4 Nature of Document: These Articles of Organization (“Articles”) constitute the Company’s charter and shall be filed with the North Dakota Secretary of State.
2. DEFINITIONS
For ease of reference, key terms used in these Articles are defined alphabetically below.
“Act” – The North Dakota Limited Liability Company Act, as amended from time to time.
“Articles” – These Articles of Organization and any duly adopted amendments or restatements.
“Business Court” – The business and commercial docket within the District Courts of the State of North Dakota, or any successor forum.
“Manager” – A Person designated in Section 6.1 or subsequently elected/appointed pursuant to the Operating Agreement to manage the Company if Manager-managed.
“Member” – A Person holding a Membership Interest in the Company as reflected in the Company’s records.
“Membership Interest” – A Member’s entire ownership interest in the Company, including economic, voting, and other rights.
“Operating Agreement” – A written agreement among the Members governing the Company, as required in Section 10.1.
“Person” – An individual, corporation, partnership, trust, limited liability company, or other legal or commercial entity.
[// GUIDANCE: Add or remove defined terms to match Operating Agreement terminology.]
3. FORMATION & ORGANIZATIONAL MATTERS
3.1 Name. The name of the Company is [FULL LEGAL NAME OF COMPANY, LLC].
3.2 Duration. The Company shall exist perpetually unless dissolved in accordance with Section 13.
3.3 Principal Office. The street and mailing address of the principal executive office is:
[STREET ADDRESS]
[CITY], North Dakota [ZIP]
3.4 Registered Agent & Office. The registered agent and office in North Dakota are:
[REGISTERED AGENT NAME]
[REGISTERED OFFICE STREET ADDRESS]
[CITY], North Dakota [ZIP]
3.5 Management Structure. The Company [SELECT ONE: “will be Member-managed” / “will be Manager-managed”].
(a) If Manager-managed, the name and street address of the initial Manager(s) are:
• [NAME / ADDRESS]
(b) If Member-managed or single-member, the name and street address of the initial Member(s) are:
• [NAME / ADDRESS]
3.6 Organizer. The name and address of the Organizer executing these Articles are:
[ORGANIZER NAME / ADDRESS]
3.7 Additional Filings. The Organizer is authorized and directed to make any additional filings or recordings required under the Act or other applicable law.
4. PURPOSE & POWERS
4.1 Purpose. The Company is formed to engage in any lawful act or activity for which limited liability companies may be organized under the Act.
4.2 Powers. Subject to the Operating Agreement, the Company shall have all powers available under the Act, including the power to:
(a) sue and be sued;
(b) acquire, own, and dispose of property;
(c) enter into contracts;
(d) borrow money and grant security interests; and
(e) undertake any lawful business ancillary or incidental to the foregoing.
5. CAPITAL STRUCTURE; MEMBERSHIP INTERESTS
5.1 Initial Capital Contributions. Each initial Member shall contribute the amount(s) set forth in a written contribution schedule maintained with the Company’s records.
5.2 Additional Contributions. No Member shall be required to make additional capital contributions without such Member’s written consent.
5.3 Classes of Interests. The Company may issue one or more classes or series of Membership Interests with the relative rights and preferences established in the Operating Agreement or by subsequent amendment to these Articles.
5.4 Certificates. Membership Interests may, but need not, be evidenced by certificates.
6. MANAGEMENT & GOVERNANCE
6.1 Manager-Managed Option. If the Company elects to be Manager-managed:
(a) The business and affairs of the Company shall be managed by or under the direction of one or more Managers.
(b) A Manager need not be a Member.
(c) The Operating Agreement shall set forth procedures for the election, removal, and replacement of Managers.
6.2 Member-Managed Option. If the Company is Member-managed, the business and affairs shall be conducted by the Members in proportion to their respective Voting Percentages, as defined in the Operating Agreement.
6.3 Actions Requires Affirmative Vote. Actions outside the ordinary course of business require the affirmative vote of [SUPERMAJORITY PERCENTAGE, e.g., “two-thirds (2/3)”] of the Voting Percentages.
6.4 Fiduciary Duties. Subject to lawful modification in the Operating Agreement, each Manager and Member shall owe fiduciary duties of loyalty and care consistent with the Act.
7. LIMITATION OF LIABILITY; INDEMNIFICATION
7.1 Limited Liability. Except as otherwise provided by the Act, no Member, Manager, or Organizer shall be liable personally for the debts, obligations, or liabilities of the Company solely by reason of being a Member, Manager, or Organizer.
7.2 Indemnification. The Company shall indemnify, defend, and hold harmless each Member, Manager, and their respective Affiliates (“Indemnified Parties”) to the fullest extent permitted by the Act against any and all losses, claims, damages, liabilities, expenses, and reasonable attorneys’ fees arising out of or related to their status or activities on behalf of the Company, except to the extent arising from such Indemnified Party’s fraud, bad faith, or willful misconduct.
7.3 Advancement of Expenses. The Company shall advance reasonable expenses incurred by an Indemnified Party in defending any proceeding upon receipt of an undertaking to repay such amounts if it is finally determined that the Indemnified Party is not entitled to indemnification.
7.4 Insurance. The Company may purchase and maintain insurance on behalf of any Indemnified Party against any liability asserted against them, whether or not the Company would have the power to indemnify such Person under this Section.
8. TAX TREATMENT
8.1 Default Classification. Unless otherwise elected, the Company shall be classified for U.S. federal income tax purposes as:
(a) a disregarded entity if it has a single Member; or
(b) a partnership if it has two or more Members.
8.2 Election. The Company may, with proper Member consent, elect to be taxed as a corporation or S-corporation by filing Form 8832 or Form 2553, as applicable.
[// GUIDANCE: Coordinate tax provisions with accountant and Operating Agreement.]
9. ACCOUNTING & RECORDS
9.1 Fiscal Year. The fiscal year of the Company shall end on [FISCAL YEAR END, e.g., “December 31”].
9.2 Books & Records. The Company shall keep at its principal office the records required by the Act, including a list of Members, Managers, and their last-known addresses; copies of the Articles and any amendments; copies of all Operating Agreements; and recent tax returns.
9.3 Inspection Rights. Each Member, or such Member’s authorized representative, may inspect the books and records of the Company at reasonable times and upon reasonable notice for a proper purpose.
10. OPERATING AGREEMENT MANDATE
10.1 Adoption Requirement. Within thirty (30) days after the Effective Date, the Members shall enter into a written Operating Agreement governing the rights and obligations of the Members and Managers and the conduct of the Company’s business.
10.2 Hierarchy. If any provision of the Operating Agreement conflicts with these Articles, the Articles shall control to the extent required by the Act; otherwise, the Operating Agreement shall prevail.
10.3 Amendment of Operating Agreement. Unless otherwise provided therein, the Operating Agreement may be amended only with the written consent of Members holding at least [SPECIFY PERCENTAGE] of the Voting Percentages.
11. PUBLICATION (STATE-SPECIFIC)
11.1 Publication in North Dakota. North Dakota presently imposes no statutory publication requirement for domestic limited liability companies.
11.2 Optional Publication. If the Company or its counsel elects to publish notice of formation for evidentiary or marketing purposes, such notice may be placed in a newspaper of general circulation in the county of the Company’s principal office, substantially in the form attached as Exhibit A.
[// GUIDANCE: Delete Section 11 if not desired.]
12. AMENDMENTS TO ARTICLES
12.1 Authority to Amend. These Articles may be amended, restated, or replaced in their entirety only upon:
(a) the affirmative vote or written consent of Members holding at least [SUPERMAJORITY PERCENTAGE] of the Voting Percentages; and
(b) the filing of a duly executed Articles of Amendment or Amended and Restated Articles with the North Dakota Secretary of State in accordance with the Act.
12.2 Filing Responsibility. The Manager(s) (or, if Member-managed, a Member designated by the Members) shall promptly file any amendment approved under this Section.
13. DISSOLUTION & WINDING-UP
13.1 Events of Dissolution. The Company shall be dissolved upon the first to occur of:
(a) the written consent of Members holding at least [SUPERMAJORITY PERCENTAGE] of the Voting Percentages;
(b) the entry of a decree of judicial dissolution under the Act; or
(c) any other event requiring dissolution under the Act.
13.2 Winding-Up. Upon dissolution, the Manager(s) (or, if none, a Liquidating Member elected by the Members) shall wind up the business and affairs of the Company in accordance with the Act.
13.3 Distribution of Assets. After payment of liabilities, the remaining assets shall be distributed to Members first in respect of any unpaid distributions, and thereafter in proportion to their positive capital account balances.
14. DISPUTE RESOLUTION
14.1 Governing Law. These Articles and all disputes arising hereunder shall be governed by and construed in accordance with the internal laws of the State of North Dakota, without regard to its conflict-of-laws principles.
14.2 Forum Selection. Subject to Section 14.4 (Arbitration), the Parties irrevocably submit to the exclusive jurisdiction of the Business Court for any suit, action, or proceeding arising out of or relating to these Articles.
14.3 Injunctive Relief. Nothing herein shall limit any Party’s right to seek temporary, preliminary, or permanent injunctive relief or other equitable remedies in any court of competent jurisdiction.
14.4 Arbitration (Optional).
(a) Election. The Members [SELECT ONE: “elect” / “do not elect”] to submit to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”).
(b) Seat & Language. The seat of arbitration shall be [CITY], North Dakota, and the proceedings shall be conducted in English.
(c) Consolidation. Any arbitration arising under the Operating Agreement may be consolidated with an arbitration arising under these Articles if the arbitrator(s) determine that common issues of law or fact exist.
14.5 Jury Trial Waiver (Optional). To the extent permitted by applicable law, each Party hereby irrevocably waives trial by jury in any action arising out of or relating to these Articles.
14.6 Attorneys’ Fees. In any dispute arising out of or related to these Articles, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.
15. GENERAL PROVISIONS
15.1 Severability. If any provision of these Articles is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the intent of the Parties.
15.2 Entire Agreement. These Articles constitute the entire charter of the Company and supersede all prior understandings with respect to the subject matter hereof, except that they shall be read in conjunction with any Operating Agreement adopted pursuant hereto.
15.3 Successors & Assigns. These Articles shall be binding upon and inure to the benefit of the Company and its successors and assigns.
15.4 Counterparts; Electronic Signatures. These Articles may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. Signatures transmitted by facsimile, .pdf, or other electronic means shall be deemed original signatures for all purposes.
15.5 Headings. Section headings are for convenience only and shall not affect the interpretation of these Articles.
16. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Organizer has executed these Articles of Organization on the date set forth below and affirms, under penalty of perjury, that the facts stated herein are true.
| By: | _______ |
| Name: | [ORGANIZER NAME] |
| Title: | Organizer |
| Date: | [DATE] |
[// GUIDANCE: ND does not require notarization for Articles of Organization; however, verify current Secretary of State form instructions. Attach any supplemental schedules (e.g., initial Members/Managers, publication affidavit) as exhibits.]
Exhibit A (Optional)
Form of Publication Notice
NOTICE OF FORMATION
[FULL LEGAL NAME OF COMPANY, LLC] has been formed under the North Dakota Limited Liability Company Act. The principal office is located at [ADDRESS], and the registered agent is [AGENT NAME & ADDRESS]. The Company is [Member-managed / Manager-managed] and commenced business on [EFFECTIVE DATE].
[// END OF ARTICLES OF ORGANIZATION TEMPLATE]