ARTICLES OF ORGANIZATION
OF [LLC NAME]
(An Ohio Limited Liability Company)
[// GUIDANCE: Use this template to prepare court-ready Articles of Organization for an Ohio limited liability company (“LLC”). Bracketed terms must be customized. Comments beginning with “// GUIDANCE” are for drafting assistance and should be deleted prior to filing.]
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 [LLC NAME] (the “Company”).
1.2 Effective Date. These Articles shall become effective upon the later of (a) the date of filing with the Ohio Secretary of State, or (b) [DELAYED EFFECTIVE DATE, if any] (the “Effective Date”).
[// GUIDANCE: A delayed effective date may not exceed 90 days after filing under Ohio law.]
1.3 Jurisdiction. The Company is organized under the Ohio Revised Code, Chapter 1706 (the “Ohio LLC Act”).
1.4 Formation Purpose. To engage in any lawful act or activity for which a limited liability company may be formed under the Ohio LLC Act, subject to the limitations set forth herein.
1.5 Principal Office. [STREET ADDRESS, CITY, COUNTY, STATE, ZIP].
1.6 Statutory Agent for Service of Process.
(a) Name: [AGENT NAME].
(b) Physical Address in Ohio: [STREET ADDRESS, CITY, COUNTY, STATE, ZIP].
(c) Email (optional): [EMAIL].
[// GUIDANCE: Ensure the Statutory Agent signs the Acceptance of Appointment on the Secretary of State Form 533A.]
1.7 Duration. The Company shall have perpetual existence unless dissolved in accordance with these Articles or the Ohio LLC Act.
2. DEFINITIONS
“Articles” means these Articles of Organization, as amended or restated.
“Member” means any Person admitted to the Company as a member pursuant to the Operating Agreement.
“Operating Agreement” means the written operating agreement of the Company, as executed and amended from time to time.
“Person” includes an individual, partnership, corporation, trust, or any other legal or commercial entity.
[// GUIDANCE: Add, delete, or modify defined terms consistent with the Operating Agreement.]
3. OPERATIVE PROVISIONS
3.1 Business Purpose. The Company may engage in the business described in Section 1.4 and any activities incidental or necessary thereto, subject to required licensure or regulatory approvals.
3.2 Management Structure.
(a) The Company shall be [MEMBER-MANAGED / MANAGER-MANAGED].
(b) If Manager-Managed, the initial Manager(s) shall be:
• [NAME, ADDRESS]
[// GUIDANCE: Ohio requires identification of managers only if the Company is manager-managed.]
3.3 Authorized Equity. The Company is initially authorized to issue:
(a) Common Units: [NUMBER] Units, with equal voting, distribution, and liquidation rights, unless otherwise provided in the Operating Agreement.
(b) Additional Classes: As may be created pursuant to the Operating Agreement.
3.4 Admission of Members. No Person shall be admitted as a Member except in accordance with the Operating Agreement and the Ohio LLC Act.
3.5 Operating Agreement Mandate. Contemporaneously with or promptly following the Effective Date, the Members shall adopt an Operating Agreement governing the rights and obligations of the Members, Managers, and the Company.
3.6 Limitation on Member Liability. No Member or Manager shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being a Member or Manager, except to the extent expressly provided in the Ohio LLC Act or the Operating Agreement.
3.7 Additional Filings; Publication. Ohio imposes no statutory publication requirement for LLC formation. The Company shall, however, promptly file any certificates, amendments, or reports required by law.
4. REPRESENTATIONS & WARRANTIES
4.1 Organisation; Authority. Each Organizer executing these Articles represents and warrants that:
(a) the Organizer has full legal capacity and authority to execute and deliver these Articles;
(b) these Articles constitute a valid and binding obligation of the Organizer, enforceable in accordance with their terms; and
(c) the information provided herein is accurate and complete in all material respects.
4.2 Survival. The representations and warranties of the Organizers shall survive the filing of these Articles for a period of one (1) year.
5. COVENANTS & RESTRICTIONS
5.1 Compliance Covenant. The Company shall comply in all material respects with applicable federal, state, and local laws, including securities, tax, and employment regulations.
5.2 Records; Inspection. The Company shall maintain its records at its principal office and make them available for inspection by Members as required by the Ohio LLC Act.
5.3 Tax Classification. The Company shall be classified as [PARTNERSHIP / CORPORATION / DISREGARDED ENTITY] for U.S. federal income tax purposes unless otherwise elected by the Members.
6. DEFAULT & REMEDIES
6.1 Events of Default. The following constitute an Event of Default:
(a) Failure by the Company to maintain a Statutory Agent for thirty (30) consecutive days;
(b) Failure to file any required biennial report within thirty (30) days after notice of delinquency;
(c) Entry of a final judgment that materially impairs Company operations and remains unsatisfied for thirty (30) days.
6.2 Cure Period. The Company shall have fifteen (15) days after receipt of written notice to cure any Event of Default, unless such period is extended by unanimous Member consent.
6.3 Remedies. Upon an uncured Event of Default, any Member may petition a court of competent jurisdiction for injunctive relief, appointment of a receiver, or judicial dissolution under the Ohio LLC Act.
6.4 Attorneys’ Fees. The prevailing party in any action to enforce these Articles shall be entitled to reasonable attorneys’ fees, costs, and expenses.
7. RISK ALLOCATION
7.1 Indemnification. The Company shall indemnify, defend, and hold harmless each Member and Manager to the fullest extent permitted by the Ohio LLC Act against any claim, loss, or liability arising out of such Person’s status or activities on behalf of the Company, except to the extent resulting from such Person’s willful misconduct or knowing violation of law.
7.2 Limitation of Liability. To the maximum extent permitted by law, the aggregate liability of each Member or Manager to the Company and the other Members for damages arising out of any act or omission shall be limited to the total capital contributions actually made by such Person, provided that nothing herein shall limit liability for intentional misconduct or fraud.
7.3 Insurance. The Company shall obtain and maintain directors and officers (D&O) liability insurance and such other coverage as the Members deem appropriate.
7.4 Force Majeure. No Member, Manager, or the Company shall be liable for any failure or delay in performance due to acts of God, governmental action, labor disputes, or other causes beyond its reasonable control.
8. DISPUTE RESOLUTION
8.1 Governing Law. These Articles shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict-of-laws principles.
8.2 Exclusive Forum Selection. Any suit, action, or proceeding arising out of or relating to these Articles shall be instituted exclusively in the [NAME OF OHIO COUNTY] County Court of Common Pleas, Commercial Division (or, if applicable, the Ohio Business Court).
8.3 Arbitration (Optional). By unanimous written consent, the Members may elect to submit any dispute to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect.
8.4 Jury Trial Waiver (Optional). EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE ARTICLES.
[// GUIDANCE: Remove Section 8.4 if the Members prefer to preserve the right to jury trial.]
8.5 Injunctive Relief. Nothing in this Article 8 shall limit any party’s right to seek provisional or injunctive relief in aid of arbitration or to enforce the provisions of these Articles.
9. GENERAL PROVISIONS
9.1 Amendments. These Articles may be amended or restated only (a) by filing a Certificate of Amendment with the Ohio Secretary of State, and (b) with the approval of the Members as required under the Operating Agreement and the Ohio LLC Act.
9.2 Waiver. No waiver of any provision of these Articles shall be effective unless in writing and signed by the waiving party.
9.3 Assignment. No Member may transfer or assign its interest in the Company except as permitted in the Operating Agreement.
9.4 Severability. If any provision of these Articles is held invalid or unenforceable, such provision shall be deemed reformed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
9.5 Entire Agreement. These Articles, together with the Operating Agreement, constitute the entire understanding among the Organizers and Members with respect to the subject matter hereof.
9.6 Counterparts; Electronic Signatures. These Articles may be executed in multiple counterparts (each deemed an original), and signatures delivered electronically (e.g., via DocuSign or PDF) shall be deemed valid and binding.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Organizer(s) have executed these Articles of Organization on the date(s) set forth below.
| Organizer Name | Signature | Date |
|---|---|---|
| [NAME] | ______ | ____ |
| [NAME] | ______ | ____ |
STATUTORY AGENT ACCEPTANCE
I, [AGENT NAME], hereby accept the appointment as Statutory Agent for [LLC NAME] in accordance with Section 1.6 of these Articles and the Ohio LLC Act.
| Statutory Agent Signature | Date |
|---|---|
| ______ | ____ |
[// GUIDANCE: File the completed Articles with Ohio Form 533A (Domestic Limited Liability Company), attach the Statutory Agent Acceptance, and remit the filing fee (currently $99) to the Ohio Secretary of State. Retain a stamped copy with the Company’s records. No newspaper publication is required in Ohio.]