ARTICLES OF ORGANIZATION

of [COMPANY NAME]

a Nebraska Limited Liability Company

[// GUIDANCE: Replace all bracketed placeholders before filing. File the executed Articles with the Nebraska Secretary of State (“SOS”) and publish the statutory Notice of Organization within 45 days of formation. Retain proof of publication for corporate records and follow up with the SOS if an affidavit of publication is required.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
    A. Formation Details
    B. Management & Governance
    C. Capital Structure
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. Title: “Articles of Organization of [COMPANY NAME], a Nebraska Limited Liability Company”
2. Effective Date: These Articles (“Articles”) become effective on the later of (i) the date of filing with the Nebraska Secretary of State or (ii) [EFFECTIVE DATE].
3. Jurisdiction: State of Nebraska (governed by the Nebraska Uniform Limited Liability Company Act, hereinafter the “Act”).

II. DEFINITIONS

For purposes of these Articles, capitalized terms have the meanings set forth below:

“Act” means the Nebraska Uniform Limited Liability Company Act, as amended from time to time.
“Articles” means these Articles of Organization, as they may be amended or restated.
“Company” means [COMPANY NAME], the Nebraska limited liability company formed hereby.
“Designated Office” has the meaning set forth in Section III.A.3.
“Effective Date” has the meaning set forth in Section I.2.
“Manager” means any person designated pursuant to Section III.B.2 to manage the Company if Manager-managed.
“Member” means each person listed in Section III.C.1 and any additional or substitute members admitted in accordance with the Operating Agreement.
“Operating Agreement” means the written agreement contemplated by Section III.B.6 governing the affairs of the Company and the conduct of its business.
“Registered Agent” has the meaning set forth in Section III.A.4.

[// GUIDANCE: Keep the Definitions alphabetized. Add additional terms as needed to match the Operating Agreement.]

III. OPERATIVE PROVISIONS

A. Formation Details

1. Name
   The name of the limited liability company is [COMPANY NAME] (the “Company”).

2. Duration
   The Company’s existence shall commence on the Effective Date and shall continue perpetually unless dissolved in accordance with the Act or the Operating Agreement.

3. Designated Office
   The street and mailing address of the Company’s designated office in Nebraska is:
   [STREET ADDRESS]
   [CITY], Nebraska [ZIP].

4. Registered Agent & Registered Office
   a. Registered Agent: [REGISTERED AGENT NAME].
   b. Registered Office (must be a Nebraska street address):
   [REGISTERED OFFICE ADDRESS]
   [CITY], Nebraska [ZIP].

5. Purpose
   The Company may engage in any lawful act or activity for which a limited liability company may be organized under the Act, including without limitation:
   [OPTIONAL PURPOSE STATEMENT].

6. Series LLC (Optional)
   [ ] Check if the Company elects to establish protected series under the Act. Additional series provisions are attached as Schedule 1.

[// GUIDANCE: Nebraska permits Series LLCs pursuant to the Act. Include Schedule 1 only if selected.]

B. Management & Governance

1. Management Structure
   The Company shall be (select one):
   ☐ Member-managed
   ☐ Manager-managed

[// GUIDANCE: Strike or mark the inapplicable option before filing. Nebraska SOS will reject forms with both boxes selected.]

2. Manager-Managed Company (if applicable)
   a. Initial Manager(s): [MANAGER NAME(S) & ADDRESS(ES)].
   b. Authority of Managers: As provided in the Operating Agreement and the Act.

3. Member-Managed Company (if applicable)
   All Members are agents of the Company for purposes of its business and affairs, except as otherwise limited in the Operating Agreement.

4. Indemnification of Managers/Members
   The Company shall indemnify each Member, Manager, and officer to the fullest extent permitted by law against any claim, loss, or liability incurred by reason of status as a Member, Manager, or officer, except for (i) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (ii) transactions from which the person derived an improper personal benefit.

5. Limitation of Liability
   No Member, Manager, or officer shall be personally liable for the debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member, Manager, or officer.

6. Operating Agreement Mandate
   The Members shall enter into a written Operating Agreement within 90 days after the Effective Date, which shall govern the rights and obligations of Members and Managers, the conduct of the Company’s business, and the relationships among the Members, Managers, and the Company. Failure to adopt an Operating Agreement does not affect the Company’s existence but may expose Members to statutory defaults under the Act.

C. Capital Structure

1. Initial Members & Capital Contributions
   | Member Name | Mailing Address | Initial Contribution | Form of Contribution | % Interest |
   |-------------|-----------------|----------------------|----------------------|------------|
   | [MEMBER 1] | [ADDRESS] | $[AMOUNT] | [CASH/PROPERTY/SERVICES] | [ ]% |
   | [MEMBER 2] | [ADDRESS] | $[AMOUNT] | [CASH/PROPERTY/SERVICES] | [ ]% |

[// GUIDANCE: Attach Schedule 2 if space is insufficient.]

2. Additional Capital
   Additional contributions shall be governed by the Operating Agreement. No Member shall be required to make additional contributions without such Member’s written consent.

IV. REPRESENTATIONS & WARRANTIES

Each person executing these Articles (each, a “Signatory”) hereby represents and warrants to the Company and to each other Signatory that:

1. Authority: The Signatory has full power and authority to execute and deliver these Articles on behalf of the person or entity indicated.
2. No Conflict: The execution and delivery of these Articles does not breach or violate any agreement, instrument, or law applicable to the Signatory.
3. Accuracy of Information: All information provided in these Articles is true, correct, and complete as of the Effective Date.
4. Future Cooperation: The Signatory will execute such further instruments and take such further actions as may be reasonably requested to effectuate the intent of these Articles.

V. COVENANTS & RESTRICTIONS

1. Compliance with Law: The Company will at all times comply with applicable federal, state, and local laws, regulations, and licensing requirements.
2. Public Records: The Company shall update the SOS within the statutory periods after any change to its name, Designated Office, Registered Agent, or management structure.
3. Books & Records: The Company shall maintain its books and records at the Designated Office or such other location as specified in the Operating Agreement.

VI. DEFAULT & REMEDIES

1. Statutory Defaults: Any failure to comply with the Act or with these Articles constitutes a default.
2. Cure Period: The defaulting party shall have 30 days after written notice to cure, unless the Act mandates a shorter period.
3. Remedies: Upon an uncured default, the non-defaulting Members may pursue any remedies available under the Act, equity, or law, including judicial dissolution pursuant to the Act.
4. Costs & Fees: The prevailing party in any action to enforce these Articles shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses.

VII. RISK ALLOCATION

1. Indemnification: See Section III.B.4 above.
2. Insurance: The Company shall obtain and maintain reasonable commercial general liability insurance and, if manager-managed, directors and officers (D&O) coverage in amounts determined by the Manager(s).
3. Force Majeure: No Member, Manager, or officer shall be liable for any delay or failure in performance to the extent caused by events beyond such person’s reasonable control (including acts of God, war, or governmental action).

VIII. DISPUTE RESOLUTION

1. Governing Law: These Articles and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to conflict-of-laws principles.
2. Forum Selection: Any action or proceeding shall be brought exclusively in the [STATE_BUSINESS_COURT] located in [COUNTY], Nebraska. Each party irrevocably submits to the jurisdiction of such court.

3. Arbitration (Optional):
   ☐ The Members agree to submit all or certain disputes to binding arbitration administered by [ARBITRATION_PROVIDER] under its commercial rules. The arbitral seat shall be [CITY], Nebraska.
   ☐ Arbitration is not elected.

4. Jury Waiver (Optional):
   ☐ Each party irrevocably waives the right to trial by jury in any action or proceeding arising out of these Articles.
   ☐ Jury waiver is not elected.

5. Injunctive Relief: Nothing in this Section VIII precludes any party from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

[// GUIDANCE: Check applicable boxes before execution. If arbitration is elected, ensure the Operating Agreement contains parallel terms.]

IX. GENERAL PROVISIONS

1. Amendments: These Articles may be amended or restated only in compliance with the Act and upon the requisite approval of Members as provided in the Operating Agreement. An amendment is effective upon filing a Certificate of Amendment with the SOS or such later effective date as specified therein.
2. Waivers: A waiver of any provision of these Articles is effective only if in writing and signed by the waiving party. No waiver constitutes a waiver of any other provision or of the same provision on another occasion.
3. Assignment: No Member may assign or transfer its interest in the Company except as permitted by the Operating Agreement and the Act.
4. Successors & Assigns: These Articles bind and inure to the benefit of the Company, its Members, and their respective successors and permitted assigns.
5. Severability: If any provision of these Articles is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted to fulfill its intended economic purpose to the maximum extent permitted by law.
6. Integration: These Articles, together with any duly adopted amendments and the Operating Agreement, constitute the entire agreement of the Members with respect to the formation of the Company.
7. Electronic Signatures & Counterparts: These Articles may be executed in multiple counterparts, each of which is deemed an original, and all of which constitute one instrument. Electronic, facsimile, PDF, and other digital signatures shall be deemed original signatures for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Signatories execute these Articles of Organization on the dates set forth below and affirm, under penalties of perjury, that the facts stated herein are true.

[NOTARY ACKNOWLEDGMENT (if required by local filing office)]

SCHEDULE 1 – Series LLC Provisions (attach if elected)

[Detailed protected series language, including designation, internal asset segregation, and series management.]

SCHEDULE 2 – Additional Member Information (attach if necessary)

[// GUIDANCE:
1. Filing – Submit signed Articles and filing fee to the Nebraska Secretary of State, Business Services Division.
2. Publication – Within 45 days of the filing date, publish a Notice of Organization for three consecutive weeks in a legal newspaper of general circulation in the county of the Company’s Designated Office or Registered Office. The notice must include at minimum the Company name, Designated Office address, nature of business, and Registered Agent. File proof of publication (affidavit) with the SOS if requested.
3. Operating Agreement – Adopt and sign the Operating Agreement promptly. Retain a copy at the Designated Office.
4. EIN & Tax Registration – Apply for an EIN with the IRS and register with the Nebraska Department of Revenue if the Company will have employees or collect sales tax.
5. Annual Reports – Nebraska currently requires biennial occupation tax reports; confirm latest SOS requirements and calendaring obligations.
]