ARTICLES OF ORGANIZATION
of
[FULL LEGAL NAME OF COMPANY], LLC
(a Nevada Limited-Liability Company)
[// GUIDANCE: This template is drafted to satisfy Nevada Revised Statutes (“NRS”) Chapter 86 and to incorporate the user-requested advanced contractual architecture. Sections that are purely internal (e.g., Representations & Warranties) exceed the minimum statutory filing requirements but are included for attorneys who prefer a single, consolidated formation instrument. Delete or adapt any provisions that the client elects to address exclusively in a separate Operating Agreement.]
TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
I. DOCUMENT HEADER
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Title; Formation Instrument. These Articles of Organization (the “Articles”) are executed and filed pursuant to the Nevada Limited-Liability Company Act, Nev. Rev. Stat. § 86.161 et seq. (the “Act”), to form a Nevada limited-liability company.
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Effective Date. These Articles shall become effective on the later of (a) the date of filing with the Nevada Secretary of State or (b) [DELAYED EFFECTIVE DATE, IF ANY].
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Organizer. The undersigned organizer (the “Organizer”) executes these Articles for and on behalf of the Company.
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Recitals.
WHEREAS, the Organizer desires to form a limited-liability company under Nevada law for the purposes set forth herein; and
WHEREAS, the Organizer is duly authorized to execute and file these Articles;
NOW, THEREFORE, the Organizer hereby states as follows:
II. DEFINITIONS
For purposes of these Articles, capitalized terms shall have the meanings set forth below:
“Act” – Nevada Revised Statutes Chapter 86, as amended.
“Articles” – These Articles of Organization, as amended from time to time.
“Company” – [FULL LEGAL NAME OF COMPANY], LLC.
“Initial Member(s)” – The person(s) admitted as member(s) upon formation, identified in Section III.7.
“Manager” – A person designated in Section III.6 to manage the Company if the Company is manager-managed.
“Member” – A person with membership interests in the Company, including the Initial Member(s).
“Operating Agreement” – The written agreement (if any) governing the relations among the Members and the Company, contemplated by NRS 86.286–.2867.
“Registered Agent” – The person or entity appointed under Section III.4.
[// GUIDANCE: Add or delete defined terms to align with the forthcoming Operating Agreement.]
III. OPERATIVE PROVISIONS
3.1 Name. The name of the limited-liability company is “[FULL LEGAL NAME OF COMPANY], LLC.” The Company may transact business under alternate or fictitious names upon compliance with applicable law.
3.2 Duration. The Company shall have perpetual existence unless dissolved in accordance with the Act or the Operating Agreement.
3.3 Business 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, together with any ancillary activities.
3.4 Registered Agent and Registered Office.
(a) Registered Agent. [NAME OF COMMERCIAL REGISTERED AGENT OR INDIVIDUAL] hereby accepts appointment as the Company’s registered agent.
(b) Registered Office. The street address of the registered office is [REGISTERED OFFICE STREET ADDRESS, NEVADA].
(c) Change. The Company or the Registered Agent may change the registered office or agent upon filing the appropriate statement with the Secretary of State.
3.5 Principal Place of Business. The principal office of the Company shall be at [PRIMARY BUSINESS ADDRESS], or such other place as the Manager(s) or Member(s) may designate.
3.6 Management. Check one:
☐ Member-Managed ☐ Manager-Managed
(a) If Member-Managed, each Member is an agent of the Company for business purposes.
(b) If Manager-Managed, the Manager(s) listed below shall have exclusive management authority.
3.7 Names and Addresses of Manager(s) or Managing Member(s).
Name | Title | Business Address
------|---------|-----------------
[NAME] | [Manager/Managing Member] | [ADDRESS]
[Additional rows as needed]
3.8 Series LLC (If Applicable). ☐ This Company is authorized to establish one or more protected series pursuant to NRS 86.296.
[// GUIDANCE: Delete if not forming a series LLC.]
3.9 Restricted LLC Election (If Applicable). ☐ The Company elects to be a “restricted LLC” under NRS 86.161(2)(a).
[// GUIDANCE: Insert applicable restrictive language or delete.]
3.10 Publication Requirement. Nevada imposes no publication requirement for LLC formation. No further action is required.
3.11 Operating Agreement Mandate. The Member(s) shall enter into an Operating Agreement within [___] days after the Effective Date. Failure to adopt an Operating Agreement shall not impair the Company’s existence but may affect internal governance rights.
3.12 Capital Contributions. The Initial Member(s) shall contribute the amounts and forms of consideration set forth in Schedule A attached hereto.
3.13 Tax Classification. Unless otherwise elected, the Company shall be classified for federal tax purposes as [default disregarded entity / partnership].
IV. REPRESENTATIONS & WARRANTIES
4.1 Organizer Reps. The Organizer represents that he/she/it has authority to execute these Articles and that the information herein is true and correct.
4.2 Member/Manager Reps. Each Initial Member and Manager (if any) represents and warrants to the Company and to each other that:
(a) Capacity. He/She/It has full legal capacity to enter into the Operating Agreement and to perform obligations thereunder.
(b) Compliance. The execution and delivery of these Articles does not violate any agreement or law applicable to such person.
(c) Funding. Any required capital contribution will be duly made when due and will be free of liens.
4.3 Survival. The representations and warranties set forth in this Article IV shall survive the filing of these Articles for a period of [___] years.
V. COVENANTS & RESTRICTIONS
5.1 Affirmative Covenants. The Company, and each Manager or Member in control of the Company, shall:
(a) Maintain the Company’s existence and good standing with the Nevada Secretary of State;
(b) Keep complete and accurate books and records;
(c) File all reports and pay all fees required under the Act, including the Initial/Annual List and State Business License;
5.2 Negative Covenants. Except as provided in the Operating Agreement, no Member or Manager may:
(a) Voluntarily withdraw or resign;
(b) Transfer any membership interest except in compliance with the Operating Agreement and applicable securities laws;
(c) Cause the Company to merge, convert, or dissolve without requisite approval.
5.3 Notice & Cure. A Member or Manager alleged to have breached these covenants shall have [30] days after written notice to cure, unless the breach is incapable of cure.
VI. DEFAULT & REMEDIES
6.1 Events of Default. The occurrence of any of the following constitutes a default:
(a) Material breach of these Articles or the Operating Agreement;
(b) Failure to make agreed capital contributions;
(c) Willful misconduct or gross negligence in the conduct of Company business.
6.2 Remedies. Upon default, the non-defaulting Member(s) or Manager(s) may pursue one or more of the following:
(a) Specific performance;
(b) Monetary damages;
(c) Expulsion or dilution of the defaulting Member’s interest pursuant to the Operating Agreement;
(d) Application for injunctive relief.
6.3 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
7.1 Limited Liability. No Member, Manager, Organizer, or officer shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member, Manager, Organizer, or officer, in accordance with Nev. Rev. Stat. § 86.371.
7.2 Indemnification.
(a) Scope. The Company shall indemnify, defend, and hold harmless each Member, Manager, officer, and agent (each, an “Indemnified Party”) against any and all losses, claims, damages, liabilities, and expenses (collectively, “Losses”) arising out of the Indemnified Party’s status or activities on behalf of the Company, except to the extent such Losses result from the Indemnified Party’s fraud, willful misconduct, or knowing violation of law.
(b) Advancement. The Company shall advance expenses to an Indemnified Party within [30] days after receipt of a written undertaking to repay such amounts if it is finally determined that the Indemnified Party is not entitled to indemnification.
(c) Insurance. The Company may purchase liability insurance to fund its indemnification obligations.
7.3 Liability Cap. Except for an Indemnified Party’s fraud, willful misconduct, or knowing violation of law, the aggregate liability of any Indemnified Party to the Company and the Member(s) shall not exceed the amount of such Person’s capital contributions actually made.
7.4 Force Majeure. No Party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, war, riots, governmental acts, or pandemics, provided that the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.
VIII. DISPUTE RESOLUTION
8.1 Governing Law. These Articles and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts-of-law principles.
8.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the Nevada Business Court (currently administered within the Eighth Judicial District Court, Clark County, or the Second Judicial District Court, Washoe County) for any action arising out of or relating to these Articles, subject to Section 8.3 below.
8.3 Arbitration (Optional). ☐ If this box is checked, any dispute shall first be submitted to confidential, binding arbitration administered by [ARBITRATION FORUM] in accordance with its commercial rules. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Trial Waiver (Optional). ☐ EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THESE ARTICLES.
8.5 Injunctive Relief. Nothing in this Article VIII shall preclude a Party from seeking provisional or injunctive relief in a court of competent jurisdiction.
IX. GENERAL PROVISIONS
9.1 Amendments. These Articles may be amended or restated only by filing a certificate of amendment or restatement with the Nevada Secretary of State, approved in the manner provided in the Operating Agreement or, if none, by a majority in interest of the Member(s).
9.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.
9.3 Assignment. No Member may assign or delegate its rights or obligations under these Articles except as permitted in the Operating Agreement and applicable law.
9.4 Successors and Assigns. These Articles shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
9.5 Severability. If any provision of these Articles is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its original intent.
9.6 Entire Agreement. These Articles, together with any duly adopted Operating Agreement, constitute the entire agreement concerning the formation and internal governance of the Company, superseding all prior agreements or understandings, written or oral.
9.7 Counterparts; Electronic Signatures. These Articles may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by facsimile, email (PDF), DocuSign, or similar electronic means shall be deemed original signatures.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Organizer has executed these Articles of Organization on [DATE].
[NAME OF ORGANIZER], Organizer
[// GUIDANCE: Attach additional signature lines if multiple organizers.]
ACCEPTANCE OF APPOINTMENT BY REGISTERED AGENT
The undersigned Registered Agent hereby accepts appointment as registered agent for service of process for the Company:
[NAME OF REGISTERED AGENT]
Authorized Signature of Registered Agent
Date: ____
[NOTARY BLOCK – Add if required by filing office or as a matter of best practice.]
SCHEDULE A
Capital Contributions of Initial Member(s)
| Member Name | Contribution Description | Agreed Value |
|---|---|---|
| [NAME] | [Cash / Property / Services] | $[AMOUNT] |
[// GUIDANCE:
1. File these Articles with the Nevada Secretary of State, together with:
• State Business License fee;
• Initial List of Managers or Managing Members (due on or before the last day of the first month following formation).
2. Retain a fully executed copy in the Company minute book.
3. Draft and adopt a comprehensive Operating Agreement to address additional governance, economic, and exit provisions.]