ARTICLES OF ORGANIZATION
OF [COMPANY NAME]
A New Mexico Limited Liability Company
[// GUIDANCE: This template is drafted to exceed the minimum statutory filing requirements under N.M. Stat. Ann. § 53-19-4 while incorporating advanced defensive-drafting features requested by sophisticated clients. Provisions marked “OPTIONAL” may be omitted for a lean filing.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Formation & Name
3.2 Purpose
3.3 Duration
3.4 Principal Place of Business
3.5 Registered Agent & Registered Office
3.6 Management Structure
3.7 Capitalization (OPTIONAL)
3.8 Publication (OPTIONAL)
3.9 Operating Agreement Mandate - Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
7.1 Indemnification
7.2 Limitation of Liability
7.3 Insurance (OPTIONAL)
7.4 Force Majeure - Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Effective Date. These Articles of Organization (the “Articles”) are executed and shall be effective as of [EFFECTIVE DATE] (the “Effective Date”).
1.2 Organizer. The undersigned organizer (the “Organizer”) hereby forms a limited liability company under the laws of the State of New Mexico and adopts the following Articles pursuant to the New Mexico Limited Liability Company Act, N.M. Stat. Ann. §§ 53-19-1 et seq.
1.3 Jurisdiction. All questions concerning the construction, validity, and enforcement of these Articles shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to conflict-of-laws principles.
2. DEFINITIONS
For purposes of these Articles, capitalized terms have the meanings set forth below. Defined terms are intended for internal consistency; undefined capitalized terms shall be interpreted according to their plain meaning under New Mexico law.
“Act” means the New Mexico Limited Liability Company Act, N.M. Stat. Ann. §§ 53-19-1 et seq., as amended from time to time.
“Articles” has the meaning set forth in Section 1.1.
“Company” means “[COMPANY NAME], LLC,” the limited liability company formed hereby.
“Member” means each Person identified as a member of the Company in the Operating Agreement or as may hereafter be admitted in accordance with the Operating Agreement.
“Operating Agreement” has the meaning given in Section 3.9.
“Person” means any individual, corporation, partnership, trust, limited liability company, or other entity.
[// GUIDANCE: Add or delete defined terms to match the companion Operating Agreement.]
3. OPERATIVE PROVISIONS
3.1 Formation & Name
(a) Formation. The Organizer hereby forms the Company as a New Mexico limited liability company pursuant to the Act.
(b) Name. The name of the Company is “[COMPANY NAME], LLC.” The Company may conduct business under this or any other lawful name upon compliance with applicable fictitious-name statutes.
3.2 Purpose
The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act. The Company shall have all powers necessary, convenient, or incidental to the accomplishment of such purpose.
3.3 Duration
The Company shall exist perpetually unless dissolved in accordance with the Operating Agreement or the Act.
3.4 Principal Place of Business
The principal place of business of the Company is [PRIMARY BUSINESS ADDRESS]. The Company may maintain additional offices as the Managers may determine.
3.5 Registered Agent & Registered Office
(a) Registered Agent. The registered agent for service of process in New Mexico is [REGISTERED AGENT NAME].
(b) Registered Office. The registered office address in New Mexico is [REGISTERED OFFICE ADDRESS] (which may, but need not, be identical to the Company’s principal place of business).
[// GUIDANCE: Verify the registered agent’s consent to appointment prior to filing.]
3.6 Management Structure
(a) Management Type. The Company shall be [SELECT ONE: “member-managed” / “manager-managed”].
(b) Managers or Managing Members. The names and business addresses of the [Managers/Managing Members] as of the Effective Date are:
• [NAME], [ADDRESS]
• [NAME], [ADDRESS]
(c) Authority. Except as otherwise provided in the Operating Agreement, the [Managers/Managing Members] have exclusive authority to manage and control the business and affairs of the Company.
3.7 Capitalization (OPTIONAL)
Initial capital contributions, if any, shall be set forth in an attachment or in the Operating Agreement. No Member shall be required to make additional contributions absent a written agreement.
3.8 Publication (OPTIONAL)
[// GUIDANCE: New Mexico currently imposes no statutory publication requirement. This placeholder is included solely for multi-state uniformity or future statutory changes.]
If publication of a notice of formation becomes legally required, the Company shall cause a notice, in a form compliant with the Act or other applicable law, to be published in the required medium within the statutory timeframe.
3.9 Operating Agreement Mandate
(a) Adoption. Pursuant to N.M. Stat. Ann. § 53-19-8, the Members shall enter into a written operating agreement (the “Operating Agreement”) to regulate the affairs of the Company.
(b) Supremacy. In the event of a conflict between the Operating Agreement and these Articles, the Operating Agreement shall control to the fullest extent permitted by law.
(c) Filing Exclusion. The Operating Agreement is a private, unfiled instrument not required to be submitted to the New Mexico Secretary of State.
4. REPRESENTATIONS & WARRANTIES
4.1 Organizer Representation. The Organizer represents that he/she/it is of legal age and capacity to execute and file these Articles.
4.2 Registered Agent Representation. The Registered Agent has consented to serve in such capacity.
[// GUIDANCE: Expand representations if multiple organizers or investors require additional assurances.]
5. COVENANTS & RESTRICTIONS
5.1 Compliance Covenant. The Company shall remain in good standing with all governmental authorities and shall timely file all required reports and pay all required fees.
5.2 Amendment Covenant. The Company shall amend these Articles promptly upon the occurrence of any event requiring amendment under the Act.
5.3 Transfer Restrictions. No Member may transfer any Membership Interest except in compliance with the Operating Agreement and applicable securities laws.
6. DEFAULT & REMEDIES
6.1 Statutory Default. Failure to comply with mandatory filing or tax obligations may result in administrative dissolution under the Act.
6.2 Internal Remedies. The Operating Agreement may establish additional remedies, including buy-out mechanisms, for member default.
7. RISK ALLOCATION
7.1 Indemnification
To the fullest extent permitted by law, the Company shall indemnify, defend, and hold harmless each Member, Manager, officer, or agent (each, an “Indemnitee”) against any and all losses, claims, damages, liabilities, or expenses, including reasonable attorneys’ fees, incurred by reason of any act or omission within the scope of authority, except to the extent arising from such Indemnitee’s gross negligence, willful misconduct, or knowing violation of law. Advancement of expenses may be made upon written undertaking as allowed by the Act.
7.2 Limitation of Liability
No Member, Manager, officer, or agent shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of acting in such capacity, as provided under N.M. Stat. Ann. § 53-19-13.
7.3 Insurance (OPTIONAL)
The Company may purchase and maintain insurance on behalf of any Indemnitee against liability asserted and incurred in such capacity.
7.4 Force Majeure
Neither the Company nor any Manager shall be liable for any delay or failure in performance resulting from acts beyond its reasonable control, including natural disasters, war, or governmental action.
8. DISPUTE RESOLUTION
8.1 Governing Law. These Articles and any disputes arising hereunder shall be governed by New Mexico law.
8.2 Forum Selection. Any judicial proceeding shall be brought exclusively in the [“state business court” / “Second Judicial District Court – Business Division”] located in [COUNTY], New Mexico.
8.3 Arbitration (OPTIONAL). Upon unanimous written election of the Members, any dispute may be resolved by binding arbitration administered by [ARBITRATION BODY] under its commercial rules.
8.4 Jury Waiver (OPTIONAL). EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE ARTICLES.
8.5 Injunctive Relief. Nothing in this Section 8 shall limit the right of any party to seek equitable relief, including temporary restraining orders or preliminary injunctions, to prevent irreparable harm.
9. GENERAL PROVISIONS
9.1 Amendments. These Articles may be amended or restated only in accordance with the Act and any procedures set forth in the Operating Agreement.
9.2 Severability. If any provision of these Articles is held invalid, the remaining provisions shall remain in full force to the maximum extent permitted.
9.3 Successors & Assigns. These Articles shall bind and inure to the benefit of the Company and its successors and permitted assigns.
9.4 Entire Agreement. These Articles, together with the Operating Agreement, constitute the entire agreement of the Organizer(s) with respect to the subject matter hereof.
9.5 Electronic Signatures. Signatures transmitted via electronic means shall be deemed original for all purposes.
9.6 Counterparts. These Articles may be executed in multiple counterparts, each of which shall be deemed an original and all of which, together, shall constitute one instrument.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Organizer has executed these Articles of Organization as of the Effective Date set forth above.
[ORGANIZER NAME], Organizer
[Title, if applicable]
[Address]
Date: ____
[// GUIDANCE:
1. File the executed Articles with the New Mexico Secretary of State together with the requisite filing fee.
2. Maintain the file-stamped copy in the Company’s minute book.
3. Prepare and adopt the Operating Agreement within 15 days of filing to preserve limited-liability status and document member rights.]