[NAME OF LLC]
Articles of Organization (New Jersey)
[// GUIDANCE: Use this template to draft a Certificate/Articles of Organization for a New Jersey limited liability company formed under the New Jersey Revised Uniform Limited Liability Company Act, N.J. Stat. Ann. § 42:2C-1 et seq. This form intentionally goes beyond the bare‐bones state filing by incorporating defensive provisions often placed in an Operating Agreement. Practitioners may file ONLY Sections 1–9 (or local short-form exhibit) with the State and retain the balance as an internal governing instrument.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title. Articles of Organization of [NAME OF LLC], a New Jersey Limited Liability Company
1.2 Effective Date. These Articles are effective on the date of filing with the New Jersey Department of the Treasury, Division of Revenue & Enterprise Services or on the delayed effective date of [DELAYED EFFECTIVE DATE, if any] pursuant to N.J. Stat. Ann. § 42:2C-12(c).
1.3 Formation Authority. The Company is formed under the New Jersey Revised Uniform Limited Liability Company Act, N.J. Stat. Ann. § 42:2C-1 et seq. (“NJ RULLCA”).
1.4 Parties.
(a) Organizer(s): [NAME(S) AND ADDRESS(ES) OF ORGANIZER(S)]
(b) Initial Member(s): [NAME(S) AND ADDRESS(ES) OF MEMBER(S)]
1.5 Recitals.
A. The Organizer desires to form a limited liability company pursuant to NJ RULLCA.
B. The Members agree that these Articles shall constitute the Company’s governing document until superseded by a written Operating Agreement.
2. DEFINITIONS
“Act” means the New Jersey Revised Uniform Limited Liability Company Act, N.J. Stat. Ann. § 42:2C-1 et seq., as amended.
“Articles” means these Articles of Organization, as amended from time to time.
“Company” means [NAME OF LLC].
“Manager” means any Person designated in Section 3.6 as a Manager of the Company.
“Member” means any Person admitted as a member under Section 3.5.
[Add additional defined terms alphabetically as needed.]
3. OPERATIVE PROVISIONS
3.1 Company Name. The legal name of the limited liability company is [NAME OF LLC], which must contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or “LLC” as required by N.J. Stat. Ann. § 42:2C-8.
3.2 Purpose. The Company may engage in any lawful business for which a limited liability company may be organized under the Act, including [SPECIFIC PURPOSE, if desired].
3.3 Principal Office. [PHYSICAL STREET ADDRESS, CITY, NJ ZIP]
3.4 Registered Agent & Office.
(a) Registered Agent: [NAME OF NJ‐LICENSED REGISTERED AGENT]
(b) Registered Office: [STREET ADDRESS, CITY, NJ ZIP]
3.5 Members. The person(s) listed below are admitted as the initial Members effective as of the filing date:
• [NAME] – [PERCENTAGE and/or UNITS]
[// GUIDANCE: Insert a capitalization table if multiple classes/units are issued.]
3.6 Management. The Company is (check one):
☐ Member-managed
☐ Manager-managed (if checked, complete (a)–(c))
(a) Initial Manager(s): [NAME(S) & ADDRESS(ES)]
(b) Term: [INDEFINITE / SPECIFIED TERM]
(c) Authority limits: [E.G., EXPENDITURE CAPS, CONSENT THRESHOLDS]
3.7 Duration. The Company shall exist perpetually unless dissolved per Section 6.2.
3.8 Capital Contributions. Each Member has contributed the property or services set forth on Schedule 1 (attached). No additional contributions are required unless agreed in writing. Failure to contribute additional capital constitutes a Member Event of Default (Section 6.1(a)).
3.9 Allocation of Profits & Losses; Distributions. Unless otherwise stated in a subsequent Operating Agreement:
(a) Profits and losses shall be allocated pro rata to ownership interests.
(b) Distributions shall be made at such times and in such amounts as the Manager(s) determine, subject to the Act’s solvency tests.
3.10 Tax Classification. By default, the Company will be classified as [DISREGARDED ENTITY / PARTNERSHIP] for federal income tax purposes unless the Members elect otherwise via Internal Revenue Service Form 8832.
3.11 Operating Agreement Mandate. The Members shall enter into a comprehensive Operating Agreement within [30] days after the Effective Date. Until then, these Articles serve as the Company’s interim operating agreement under N.J. Stat. Ann. § 42:2C-11(c).
3.12 Publication Requirements. New Jersey currently imposes no publication requirement for LLC formation; however, if state law changes or the Company conducts business in a foreign jurisdiction that mandates publication, the Members shall timely comply at Company expense.
4. REPRESENTATIONS & WARRANTIES
Each Organizer and each initial Member (the “Representing Party”) represents and warrants to the Company and the other Members that, as of the Execution Date:
(a) Capacity. The Representing Party has full legal capacity to execute and deliver these Articles.
(b) No Conflict. Execution and performance of these Articles do not and will not violate any agreement to which the Representing Party is bound.
(c) Sophisticated Party. The Representing Party has been advised to seek independent legal and tax counsel and has either done so or voluntarily chosen not to.
Survival. The representations and warranties survive the formation of the Company and the admission of any additional Members for [12] months.
5. COVENANTS & RESTRICTIONS
5.1 Compliance with Law. The Company shall comply with all applicable federal, state, and local laws, including licensing and tax obligations.
5.2 Fiduciary Duties. To the fullest extent permitted by the Act, any fiduciary duties are limited to the duty of good faith and fair dealing; all other fiduciary duties are waived.
5.3 Books & Records. The Manager shall maintain complete and accurate Company records at the principal office and make them available to Members upon [5] business days’ written notice.
5.4 Non-Competition. Without unanimous Member consent, no Member may engage in a business that materially competes with the Company within [GEOGRAPHIC AREA] for a period of [TERM] following withdrawal or expulsion.
5.5 Notice of Material Events. The Manager must promptly notify Members in writing of (i) any litigation exceeding [$AMOUNT], (ii) any governmental investigation, or (iii) any event that could reasonably be expected to have a material adverse effect on the Company.
6. DEFAULT & REMEDIES
6.1 Events of Default.
(a) Failure to make required capital contribution within [10] days after written demand.
(b) Material breach of these Articles not cured within [15] days after notice.
(c) Bankruptcy, insolvency, or appointment of a receiver for a Member.
6.2 Consequences. Upon an Event of Default, the non-defaulting Members may elect any or all of the following:
(i) Suspension of voting and economic rights;
(ii) Forced buy-out of the defaulting Member’s interest at the lesser of fair market value or book value;
(iii) Judicial or arbitral enforcement of specific performance; and
(iv) Dissolution of the Company pursuant to N.J. Stat. Ann. § 42:2C-48.
6.3 Attorneys’ Fees. The prevailing party in any action to enforce these Articles is entitled to reasonable attorneys’ fees and costs.
7. RISK ALLOCATION
7.1 Limited Liability. No Member or Manager is personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member or Manager, consistent with N.J. Stat. Ann. § 42:2C-30.
7.2 Indemnification. To the fullest extent permitted by the Act, the Company shall indemnify any Member, Manager, officer, or agent (each, an “Indemnitee”) against any loss, liability, or expense incurred in connection with Company activities, except to the extent the claim arises from the Indemnitee’s gross negligence, willful misconduct, or knowing violation of law.
7.3 Limitation of Liability. In no event shall any Indemnitee be liable to the Company or any Member for monetary damages in excess of the amount of such Indemnitee’s capital contributions, except for fraud or intentional misappropriation of Company funds.
7.4 Insurance. The Company shall purchase and maintain liability insurance in commercially reasonable amounts insuring the Company and the Indemnitees.
7.5 Force Majeure. No party is liable for failure to perform due to events beyond its reasonable control (e.g., natural disasters, terrorism, pandemics, government orders). Performance deadlines are tolled for the duration of the force majeure event.
8. DISPUTE RESOLUTION
8.1 Governing Law. These Articles are governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict-of-laws rules.
8.2 Forum Selection. Any action arising out of or relating to these Articles shall be brought exclusively in the [specify] New Jersey Superior Court, Chancery Division, Business Court Program, and each party irrevocably submits to such venue.
8.3 Arbitration (Optional). If the Members elect to arbitrate, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be [CITY], New Jersey. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Waiver (Optional). THE PARTIES KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF THESE ARTICLES.
8.5 Injunctive Relief. Nothing herein limits a party’s right to seek provisional or injunctive relief in a court of competent jurisdiction to prevent irreparable harm.
9. GENERAL PROVISIONS
9.1 Amendments. These Articles may be amended only by a written instrument executed by Members holding at least [SUPERMajority / UNANIMOUS] approval and, if required, by filing a Certificate of Amendment with the State.
9.2 Waiver. No waiver is effective unless in writing and signed by the waiving party. A waiver on one occasion is not a waiver of any subsequent breach.
9.3 Assignment. A Member may not assign or encumber any portion of its interest without complying with the Act and obtaining the [Majority / Unanimous] written consent of the other Members.
9.4 Successors & Assigns. These Articles bind and inure to the benefit of the parties and their respective heirs, successors, permitted assigns, and legal representatives.
9.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision is reformed to the minimum extent necessary to be valid.
9.6 Entire Agreement. These Articles constitute the entire agreement among the parties relating to the subject matter and supersede all prior or contemporaneous oral or written agreements.
9.7 Counterparts; Electronic Signatures. These Articles may be executed in multiple counterparts, each deemed an original, and delivered electronically (e.g., PDF, DocuSign), which shall be deemed originals for all purposes.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned have executed these Articles of Organization as of [DATE].
| Signature | Name & Title | Capacity |
|---|---|---|
| _________ | [NAME], Organizer | Organizer |
| _________ | [NAME], Member | Member |
| _________ | [NAME], Manager (if applicable) | Manager |
(Notary Acknowledgment – if desired for recordkeeping)
State of New Jersey )
County of ____ ) ss.:
On this _ day of __, 20__, before me, the undersigned Notary Public, personally appeared _______, proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to this instrument, and acknowledged that he/she/they executed the same in his/her/their capacity(ies).
Notary Public
My Commission Expires: ______
EXHIBIT A – Short-Form Certificate of Formation (NJ)
[// GUIDANCE: If the client prefers to separate public filing information from the private operating provisions, file only the following with the NJ Division of Revenue & Enterprise Services; keep the balance as a private instrument.]
- Name: [NAME OF LLC]
- Registered Agent & Office: [NAME & NJ STREET ADDRESS]
- Business Purpose: [“Any lawful purpose” or more specific description]
- Management Structure: ☐ Member-managed ☐ Manager-managed
- Duration: ☐ Perpetual ☐ Until [DATE]
- Organizer: [NAME & ADDRESS]
Signature: _____ Date: ____
(End of Exhibit A)
[// GUIDANCE: Review state filing fees, current Division of Revenue forms, and any updated statutory requirements before submission. Customize bracketed placeholders and confirm that optional provisions (arbitration, jury waiver, non-compete, etc.) align with client objectives and enforceability under NJ law.]