**ARTICLES OF ORGANIZATION

OF
[ENTITY LEGAL NAME] LLC
(A New Hampshire Limited Liability Company)

Effective Date: [EFFECTIVE DATE]

[// GUIDANCE: Replace all bracketed, bolded text with deal–specific information prior to filing with the New Hampshire Secretary of State (“SOS”).]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions (Statutory Filing Items)
IV. Representations & Warranties of Organizers
V. Covenants & Restrictions (Initial Operating Provisions)
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Title. These Articles of Organization (“Articles”) are filed pursuant to the New Hampshire Revised Statutes Annotated Chapter 304-C, as amended (the “Act”).

2. Entity Formation. The undersigned Organizer(s) hereby form a New Hampshire limited liability company under the name “[ENTITY LEGAL NAME] LLC” (the “Company”).

3. Recitals.
   A. The Organizer(s) desire to limit liability for the business to the fullest extent allowed under the Act.
   B. The Company will be governed by an Operating Agreement to be adopted promptly after formation.
   C. These Articles include certain optional provisions for enhanced risk management and dispute-resolution efficiencies.

4. Effective Date. These Articles shall be effective (check one):
   ☐ Upon filing by the SOS
   ☐ On the following delayed effective date: [DELAYED DATE]

II. DEFINITIONS

For purpose of these Articles, the following capitalized terms have the meanings set forth below. Defined terms may be used in singular or plural form and shall apply equally to any gender.

“Act” – New Hampshire Revised Statutes Annotated Chapter 304-C, as may be amended.

“Articles” – These Articles of Organization, including all Attachments and Schedules hereto.

“Company” – The limited liability company formed hereby, “[ENTITY LEGAL NAME] LLC.”

“Manager” – Each Person designated in Section III.6(B) to manage the business and affairs of the Company, and any successor Manager duly appointed or elected.

“Member” – Each Person identified in the Company’s records as a member pursuant to the Act.

“Operating Agreement” – The written or oral agreement (with all amendments) among the Members concerning the affairs of the Company and the conduct of its business, adopted pursuant to Section V.1.

“Person” – Any natural person, corporation, partnership, limited liability company, trust or other legal entity.

III. OPERATIVE PROVISIONS

(Statutory Filing Items Required by the Act)

1. Name. The name of the limited liability company is “[ENTITY LEGAL NAME] LLC.” The name shall include the designator “LLC” or “L.L.C.” as required by the Act.

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

3. Business Purpose. The Company is organized to engage in any lawful act or activity for which a limited liability company may be formed under New Hampshire law, including but not limited to:
   • [PRIMARY BUSINESS ACTIVITIES].
   The foregoing purpose clause shall be construed broadly; however, no activity requiring governmental approval shall be undertaken until such approval is obtained.

4. Principal Office. The principal office address where records are maintained is:
   [STREET ADDRESS]
   [CITY], New Hampshire [ZIP].

5. Registered Agent & Registered Office.
   A. Registered Agent: [REGISTERED AGENT NAME].
   B. Registered Office: [REGISTERED OFFICE STREET ADDRESS], [CITY], New Hampshire [ZIP].
   The Registered Agent hereby consents to appointment. Any change shall be effected by filing the appropriate statement with the SOS.

6. Management.
   A. Management Structure. (Choose one)
   ☐ Member-Managed
   ☐ Manager-Managed
   B. If Manager-Managed, the initial Manager(s) are:
   • [MANAGER 1 NAME & ADDRESS]
   • [MANAGER 2 NAME & ADDRESS]
   The Manager(s) shall serve until a successor is elected or appointed per the Operating Agreement.

7. Initial Members. (Optional for public filing; may be set forth on Attachment A and kept non-public)
   [// GUIDANCE: New Hampshire does not require listing Members in the public articles; include only if desired.]

8. Fiscal Year. The fiscal year of the Company shall end on [MONTH DAY] of each calendar year, unless changed by the Members.

9. Additional Statutory Provisions (Optional).
   A. Limitation of Liability. To the fullest extent permitted by the Act, no Member or Manager shall be liable to the Company or its Members for monetary damages except for (i) willful misconduct or knowing violation of law, or (ii) any liability expressly imposed by the Act that cannot be eliminated by these Articles.
   B. Indemnification. The Company shall indemnify any present or former Member, Manager, officer or agent who is made a party to a proceeding by reason of his or her status with the Company to the fullest extent permitted by the Act.
   C. Authority. No Member, acting solely in the capacity of Member, has authority to bind the Company unless such authority is granted by the Operating Agreement or an affirmative vote of the Members as recorded in the Company’s minutes.

IV. REPRESENTATIONS & WARRANTIES OF ORGANIZERS

1. Authority. Each Organizer represents that he or she is at least 18 years of age and has full legal capacity to execute, deliver, and file these Articles.

2. Compliance. Each Organizer warrants that, to the best of his or her knowledge and belief, the information contained in these Articles is true, correct, and complete as of the Effective Date.

V. COVENANTS & RESTRICTIONS

(Initial Operating Provisions – NOT intended to replace a full Operating Agreement)

1. Adoption of Operating Agreement. The Members covenant to adopt a written Operating Agreement within [30] days after the Effective Date. Failure to adopt an Operating Agreement shall not invalidate Company actions but may expose Members to statutory default rules.

2. Capital Contributions. Initial Members shall contribute the amounts and property agreed upon in writing. Additional contributions require Member approval as set forth in the Operating Agreement.

3. Distributions. Until an Operating Agreement is adopted, distributions shall be made pro rata in proportion to each Member’s then current capital account balance, subject to statutory solvency tests.

4. Tax Classification. The Company shall be taxed as (check one):
   ☐ A pass-through entity (default)
   ☐ An S-Corporation (subject to IRS Form 2553 filing)
   ☐ A C-Corporation (subject to IRS Form 8832 filing)

5. Notice of Certain Actions. The Manager(s) (or, if Member-Managed, any Member authorized to act) shall give Members not less than [10] business days’ written notice of any of the following proposed actions:
   A. Admission of a new Member;
   B. Merger, conversion, or domestication of the Company;
   C. Sale, lease, exchange, or other disposition of all or substantially all Company assets;
   D. Amendment of these Articles.

VI. DEFAULT & REMEDIES

1. Events of Default. The following constitute a “Default” by a Member or Manager:
   A. Material breach of these Articles or the Operating Agreement;
   B. Failure to make required capital contributions after written notice and a [15]-day cure period;
   C. Fraud, gross negligence, or willful misconduct in connection with Company affairs;
   D. Bankruptcy, insolvency, or assignment for the benefit of creditors.

2. Remedies. Upon Default and expiration of any applicable cure period, the non-defaulting Members may pursue one or more of the following remedies to the fullest extent permitted by the Act:
   A. Specific performance or injunctive relief;
   B. Mandatory buy-out of the defaulting Member’s interest at a discounted fair-market value;
   C. Appointment of a receiver or manager;
   D. Expulsion of the defaulting Member pursuant to judicial order.

3. Attorneys’ Fees. The prevailing party in any action to enforce these Articles shall be entitled to recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification. The Company shall, to the maximum extent permitted by law, indemnify and hold harmless each Member, Manager, officer, and agent from any loss, liability, or expense incurred in connection with Company affairs, except to the extent resulting from such Person’s fraud, gross negligence, or willful misconduct.

2. Limitation of Liability. No Member or Manager shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member or Manager, except as otherwise provided in these Articles or the Act.

3. Insurance. The Company shall maintain commercially reasonable general liability and managers’/members’ errors & omissions insurance, unless waived by unanimous written consent of the Members.

4. Force Majeure. No Member or Manager shall be liable for failure or delay in performing any obligation (other than the payment of money) where such failure or delay is due to causes beyond the reasonable control of the affected party, including but not limited to acts of God, war, terrorism, pandemics, or governmental orders.

VIII. DISPUTE RESOLUTION

1. Governing Law. These Articles and any dispute arising out of or relating hereto shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to conflict-of-laws principles.

2. Forum Selection. The exclusive forum for any civil action arising under these Articles shall be the Business and Commercial Dispute Docket of the New Hampshire Superior Court sitting in [COUNTY] County, New Hampshire (the “Business Court”).

3. Arbitration (Optional). By unanimous written consent, the Members may elect to submit any dispute to binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. Unless and until such unanimous consent is provided, litigation in the Business Court shall remain the default forum.

4. Jury Waiver (Optional). If arbitration is not elected, the parties may include a written waiver of the right to jury trial in any civil action arising hereunder, executed contemporaneously with the Operating Agreement.

5. Interim Relief. Nothing herein shall preclude any party from seeking provisional or injunctive relief in the Business Court to preserve the status quo pending resolution of the underlying dispute.

IX. GENERAL PROVISIONS

1. Amendments. These Articles may be amended or restated only by filing a Certificate of Amendment or Restated Articles with the SOS in accordance with the Act and upon the requisite Member approval set forth in the Operating Agreement.

2. Waiver. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.

3. Assignment. No Member may assign his, her, or its interest in the Company except as permitted by the Operating Agreement and the Act.

4. Successors & Assigns. These Articles shall 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 unenforceable, such provision shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

6. Entire Agreement. These Articles constitute the entire public organic record of the Company. Internal affairs shall be governed by the Operating Agreement and the Act.

7. Electronic Signatures. These Articles and any related filings may be executed, delivered, and filed electronically in accordance with the Uniform Electronic Transactions Act as adopted by New Hampshire.

8. Counterparts. These Articles may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

X. EXECUTION BLOCK

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

[// GUIDANCE: Attach a separate consent of Registered Agent, or incorporate the following signature block.]

CONSENT OF REGISTERED AGENT

The undersigned hereby accepts the appointment as Registered Agent for [ENTITY LEGAL NAME] LLC.

State of New Hampshire – County of [COUNTY]
On this ___ day of ____, 20__, before me, the undersigned Notary Public, personally appeared the above-named Organizer(s), known to me (or satisfactorily proven) to be the person(s) whose name(s) is/are subscribed to this instrument, and acknowledged that they executed the same for the purposes therein contained.

Notary Public
My Commission Expires: _____

[// GUIDANCE: Notarization is not required for SOS filing but may be advisable for evidentiary purposes.]

ATTACHMENT A

(Optional – List of Initial Members & Capital Contributions)

STATE-SPECIFIC NOTES & FILING CHECKLIST

1. Filing Fee. As of the date of drafting, the New Hampshire filing fee for Articles of Organization is $100. Confirm current fees on the SOS website.

2. Publication Requirements. New Hampshire currently imposes no publication requirement for LLC formation. No newspaper notice is required.

3. Annual Report. The Company must file an annual report with the SOS by April 1 of each calendar year following formation and pay the applicable fee to maintain good standing.

4. Name Reservation. If desired, reserve the LLC name online with the SOS for 120 days prior to filing.

5. EIN. Apply for a federal Employer Identification Number (“EIN”) using IRS Form SS-4 immediately after formation.

6. Operating Agreement. While not filed with the SOS, a comprehensive Operating Agreement is highly recommended to address governance, allocations, transfers, and dissolution. These Articles provide only baseline provisions and do not displace a full Operating Agreement.

7. Foreign Qualification. If the Company will transact business outside New Hampshire, confirm qualification requirements in each additional jurisdiction.

[// GUIDANCE: Always verify the most current statutory requirements and filing fees directly with the New Hampshire Secretary of State before submission.]