ARTICLES OF ORGANIZATION

of
[LLC_NAME]
A New York Limited Liability Company
(pursuant to N.Y. Ltd. Liab. Co. Law § 203)

[// GUIDANCE: File Sections 1-12 (inclusive) with the New York Department of State (“DOS”). “Attachment A” is not required for filing and may be retained internally or appended at counsel’s discretion.]

TABLE OF CONTENTS

1. Definitions
2. Name
3. Formation; Effective Date; Duration
4. Purpose
5. County & Principal Office
6. Service of Process; Registered Agent
7. Management Structure
8. Limitation of Liability
9. Indemnification
10. Publication Requirement Notice
11. Operating Agreement Acknowledgement
12. Statement of Organizer & Execution
    Attachment A – Supplemental Internal Governance Provisions (Optional)

1. DEFINITIONS

For purposes of these Articles:

“Act” means the New York Limited Liability Company Law, as amended (the “NYLLCL”).
“Company” means [LLC_NAME], the limited liability company formed hereby.
“DOS” means the New York Department of State.
“Member” means any person admitted as a member of the Company pursuant to the Operating Agreement.

[// GUIDANCE: Define additional terms only if used below or in Attachment A.]

2. NAME

The name of the limited liability company is [LLC_NAME] (the “Company”).
[// GUIDANCE: Must include “Limited Liability Company,” “LLC,” or “L.L.C.” per NYLLCL § 204.]

3. FORMATION; EFFECTIVE DATE; DURATION

(a) The Organizer hereby forms the Company as a New York limited liability company under the Act.
(b) The Company shall be effective on the date these Articles are filed by DOS or on [DELAYED_EFFECTIVE_DATE] (not to exceed 60 days after filing).
(c) The Company shall have perpetual existence unless dissolved in accordance with the Act or the Operating Agreement.

4. 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.
[// GUIDANCE: Insert any required regulatory consents (e.g., professional services) if applicable.]

5. COUNTY & PRINCIPAL OFFICE

The office of the Company within New York State is located in the County of [COUNTY].
Mailing Address: [STREET_ADDRESS, CITY, STATE ZIP].
[// GUIDANCE: This county governs newspaper selection for the publication affidavit under NYLLCL § 206.]

6. SERVICE OF PROCESS; REGISTERED AGENT

(a) The Secretary of State is designated as the Company’s agent for service of process. DOS shall mail a copy of any process to:
[SERVICE_OF_PROCESS_ADDRESS].

(b) Registered Agent (optional): The Company hereby designates [REGISTERED_AGENT_NAME], with an address at [REGISTERED_AGENT_ADDRESS], as its registered agent in New York upon whom process against the Company may be served.
[// GUIDANCE: Omit subsection (b) if no registered agent is desired.]

7. MANAGEMENT STRUCTURE

The Company shall be:
☐ Member-managed  ☐ Manager-managed

If manager-managed, the name and address of each initial Manager is:
1. [MANAGER_NAME & ADDRESS]
[// GUIDANCE: Check one box and complete manager info if applicable.]

8. LIMITATION OF LIABILITY

Except as otherwise required by the Act, no Member, Manager, or agent of the Company shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member, Manager, or agent.

9. INDEMNIFICATION

To the fullest extent permitted by the Act, the Company shall indemnify, defend, and hold harmless each Member, Manager, or agent of the Company against any and all claims and expenses arising out of that person’s status or activities on behalf of the Company, except for acts or omissions constituting fraud, gross negligence, or willful misconduct.

[// GUIDANCE: Further detail may be expanded in the Operating Agreement.]

10. PUBLICATION REQUIREMENT NOTICE

Pursuant to NYLLCL § 206, the Company will cause a copy, or a notice, of these Articles to be published in two newspapers designated by the county clerk of [COUNTY] once each week for six successive weeks, and will file the affidavits of publication with DOS within 120 days after the effective date of these Articles.
Failure to comply will suspend the Company’s authority to carry on business in New York.

11. OPERATING AGREEMENT ACKNOWLEDGEMENT

The Members shall adopt a written Operating Agreement within 90 days after the filing of these Articles, as mandated by NYLLCL § 417.

12. STATEMENT OF ORGANIZER & EXECUTION

The undersigned, being at least eighteen (18) years of age, is the Organizer of the Company and executes these Articles to form a limited liability company under the Act.

Date: [DATE]

[ORGANIZER_NAME], Organizer
Address: [ORGANIZER_ADDRESS]

ATTACHMENT A

SUPPLEMENTAL INTERNAL GOVERNANCE PROVISIONS
(Not Filed with DOS – Retain with Corporate Records)

[// GUIDANCE: The following provisions are optional and may be incorporated into or referenced by the Operating Agreement. They are included here to satisfy the client’s metadata directives regarding dispute resolution, liability caps, indemnification, and related matters.]

A-1. OPERATIVE PROVISIONS

1. Capital Contributions: Each Member shall contribute the amounts set forth on Schedule 1 and shall have no obligation to contribute additional capital absent unanimous written consent.
2. Distributions: Distributions of Available Cash shall be made pro rata in accordance with the Members’ Percentage Interests, subject to applicable withholding obligations.
3. Books & Records: The Company shall maintain complete and accurate books in accordance with GAAP and make them available to any Member during normal business hours upon five (5) Business Days’ notice.

A-2. REPRESENTATIONS & WARRANTIES

Each Member represents and warrants to the Company and the other Members that:
a. Authority: It has full power and authority to execute and perform the Operating Agreement.
b. No Conflict: Execution and performance do not violate any agreement or law applicable to such Member.
c. Investment Intent: Interests are acquired for investment and not with a view to distribution in violation of federal or state securities laws.

Survival: The foregoing representations and warranties shall survive until the statute of limitations applicable to the underlying matter has run.

A-3. COVENANTS & RESTRICTIONS

1. Non-Competition: No Member shall, without unanimous consent, engage in a business that is directly competitive with the Company within [GEOGRAPHIC_SCOPE] for [TIME_PERIOD] after withdrawal.
2. Confidentiality: Members shall keep Company Confidential Information strictly confidential and use it solely for Company purposes.
3. Compliance: The Company shall comply with all applicable laws, including tax and employment laws.

A-4. DEFAULT & REMEDIES

Events of Default include:
a. Material breach of the Operating Agreement that remains uncured for thirty (30) days after written notice.
b. Bankruptcy or insolvency of a Member.
Remedies: Upon Default, the non-defaulting Members may (i) purchase the defaulting Member’s Interest at Fair Market Value less a ten percent (10%) discount, (ii) seek specific performance, and/or (iii) pursue damages, including reasonable attorneys’ fees.

A-5. RISK ALLOCATION

1. Indemnification: Mirrors Section 9 of these Articles and extends to third-party claims arising from Member misconduct.
2. Liability Cap: Aggregate liability of any Member or Manager to the Company and the other Members shall not exceed the greater of (i) the amounts actually distributed to such Member or Manager during the twelve (12) months preceding the event giving rise to liability or (ii) [DOLLAR_CAP].
3. Insurance: The Company shall maintain Commercial General Liability insurance with limits of not less than [POLICY_LIMITS] per occurrence, naming Members and Managers as additional insureds.
4. Force Majeure: No party shall be liable for delay or failure in performance due to causes beyond its reasonable control, including acts of God, war, or governmental action.

A-6. DISPUTE RESOLUTION

1. Governing Law: These Supplemental Provisions and any Operating Agreement governed hereby shall be construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles.
2. Forum Selection: Any action arising hereunder shall be brought exclusively in the [STATE_BUSINESS_COURT] of [COUNTY], New York.
3. Arbitration (Optional): By checking the box below, the Members agree to submit any dispute to binding arbitration in [ARBITRATION_FORUM] in accordance with the Commercial Arbitration Rules of the American Arbitration Association.
   ☐ Arbitration Agreed  ☐ Arbitration Declined
4. Jury Trial Waiver (Optional): The parties hereby knowingly and voluntarily waive any right to a jury trial in any proceeding arising under these provisions.
5. Injunctive Relief: Nothing herein shall limit a party’s right to seek interim or permanent injunctive relief to prevent irreparable harm.

A-7. GENERAL PROVISIONS

1. Amendments: Require the affirmative vote of Members holding at least [AMENDMENT_THRESHOLD]% of the Percentage Interests.
2. Assignment: No Member may assign its Interest without complying with Article X of the Operating Agreement.
3. Severability: If any provision is held invalid, the remainder shall be enforced to the fullest extent permitted by law.
4. Entire Agreement: These Supplemental Provisions, together with the Operating Agreement, constitute the entire agreement among the Members with respect to the subject matter hereof.
5. Counterparts / E-Signatures: These provisions may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

SIGNATURE PAGE (Attachment A)

Executed as of [DATE].

[// GUIDANCE: Attach Schedules (capital contributions, Percentage Interests, disclosure schedules) as needed. Ensure all cross-references match any final Operating Agreement.]

© [YEAR] [LAW FIRM / PREPARER NAME] – All Rights Reserved. Unauthorized duplication is prohibited.