ARTICLES OF ORGANIZATION

OF

[LEGAL NAME OF COMPANY], L.L.C.

(the “Company”)

[// GUIDANCE: These Articles are drafted to comply with the Oklahoma Limited Liability Company Act (the “Act”) and to incorporate optional, defensive provisions requested in the metadata. All bracketed items must be completed or deleted prior to filing. Confirm current Secretary of State (“SOS”) filing fees, signature requirements, and acceptable delivery methods (e-file, mail, walk-in) before submission.]

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

1. Name of Limited Liability Company
   The legal name of the limited liability company is [LEGAL NAME OF COMPANY], L.L.C. (the “Company”).
   [// GUIDANCE: Verify name availability with the Oklahoma SOS before filing.]

2. Effective Date
   These Articles of Organization (the “Articles”) shall be effective on [EFFECTIVE DATE], or, if left blank, on the date they are recorded by the Oklahoma SOS.

3. Jurisdiction
   The Company is organized under and shall be governed by the laws of the State of Oklahoma.

4. Organizer(s)
   The individual(s) executing these Articles (each, an “Organizer”) is/are:
   • [ORGANIZER NAME], whose mailing address is [ADDRESS].

[// GUIDANCE: An Organizer may be any adult individual or entity. Only one Organizer is required.]

II. DEFINITIONS

Unless otherwise indicated, capitalized terms used in these Articles have the meanings set forth below. Defined terms apply throughout these Articles and, if adopted, the Company’s Operating Agreement (“Operating Agreement”).

“Act” means the Oklahoma Limited Liability Company Act, as amended from time to time.

“Articles” means these Articles of Organization of the Company, including any amendments or restatements filed with the SOS.

“Member” means any person admitted to the Company as a member in accordance with the Act and the Operating Agreement, including initial, substitute, and additional members.

“Manager” means a person designated to manage the Company’s business pursuant to Section 3.6.

“Operating Agreement” means the written agreement, if any, of the Members concerning the affairs of the Company and the conduct of its business.

“Registered Agent” has the meaning ascribed in Section 3.3.

“Registered Office” has the meaning ascribed in Section 3.3.

III. OPERATIVE PROVISIONS

3.1 Principal Place of Business

The principal place of business of the Company is [STREET ADDRESS, CITY, STATE, ZIP].
[// GUIDANCE: May be located in or outside Oklahoma.]

3.2 Purpose

The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act, together with all activities incidental or related thereto.

3.3 Registered Office and Registered Agent

The street address of the Company’s registered office in Oklahoma (the “Registered Office”) is [REGISTERED OFFICE STREET ADDRESS, CITY, OK ZIP].
The name of the Company’s registered agent at the Registered Office (the “Registered Agent”) is [NAME OF REGISTERED AGENT].

3.4 Duration

The Company shall exist [INDEFINITELY / UNTIL (DATE)], unless earlier dissolved in accordance with the Act or the Operating Agreement.

3.5 Management Structure

The Company is [SELECT ONE: “Member-Managed” / “Manager-Managed”].

a. If Member-Managed:
Each Member shall participate in the management and control of the Company as provided in the Operating Agreement.

b. If Manager-Managed:
i. The name and mailing address of each initial Manager is:
• [MANAGER NAME], [ADDRESS]
ii. No Member, acting solely in such capacity, shall participate in the management of the business or affairs of the Company except as expressly provided in the Operating Agreement.

3.6 Membership Information

The name and mailing address of each initial Member is:
• [MEMBER NAME], [ADDRESS]
[// GUIDANCE: Oklahoma permits—but does not require—listing Members in the Articles. Include here only if public disclosure is acceptable.]

3.7 Initial Mailing Address for SOS Correspondence

The mailing address to which the Oklahoma SOS may mail process or other official communications is [MAILING ADDRESS].

3.8 Publication Notice [IF APPLICABLE]

If publication of a notice of organization is required under Oklahoma law, the Organizer shall cause such notice to be published [ONCE / ONCE PER WEEK FOR TWO CONSECUTIVE WEEKS] in a qualified newspaper in [COUNTY] County, Oklahoma within [60] days after the effective date of these Articles.
[// GUIDANCE: Confirm whether publication is currently required. Requirements have varied; check statute and SOS guidance at time of filing.]

3.9 Operating Agreement Mandate

Within [30] days after the Company’s effective date, the Members shall adopt an Operating Agreement consistent with the Act and these Articles. The Operating Agreement may contain any provision not inconsistent with law or these Articles, including, without limitation, provisions addressing:
a. Capital contributions and accounting;
b. Allocation of profits and losses;
c. Distributions;
d. Transfer and encumbrance of membership interests;
e. Indemnification and limitation of liability;
f. Dispute resolution; and
g. Dissolution and winding-up procedures.

Failure to adopt an Operating Agreement shall not affect the Company’s existence but may adversely impact limited liability protections.

IV. REPRESENTATIONS & WARRANTIES

4.1 Organizer Representation
Each Organizer represents that (a) the information contained in these Articles is accurate to the best of the Organizer’s knowledge, and (b) the Organizer has authority to file these Articles.

4.2 Reliance
The Company and the Members may rely conclusively on the accuracy of the foregoing representation for all purposes relating to these Articles and the Company’s formation.

V. COVENANTS & RESTRICTIONS

5.1 Compliance Covenant
The Company shall comply with all applicable federal, state, and local laws, rules, regulations, and ordinances.

5.2 Annual Certificate/Report
The Company shall file any annual certificate, report, or fee required by the Oklahoma SOS on or before its due date.

5.3 Registered Agent/Office Maintenance
The Company shall continuously maintain a Registered Office and a Registered Agent in Oklahoma. Any change shall be filed promptly with the SOS.

VI. DEFAULT & REMEDIES

6.1 Events of Default
The following constitute “Events of Default”:
a. Failure to maintain a Registered Agent or Registered Office;
b. Failure to file any required annual certificate for more than [60] days after its due date;
c. Failure to comply with any non-waivable provision of the Act.

6.2 Cure Period
The Company shall have [30] days after receipt of written notice of an Event of Default to cure such default, except where a shorter statutory period applies.

6.3 Remedies
If an Event of Default is not timely cured, the Company may be subject to administrative dissolution by the SOS and any other remedies available under law. Members and Managers retain the right to seek injunctive relief to prevent imminent harm arising from an uncured Event of Default.

VII. RISK ALLOCATION

7.1 Limited Liability
To the fullest extent permitted by the Act, no Member, Manager, officer, Organizer, or agent (each, a “Protected Person”) shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Protected Person.

7.2 Indemnification
The Company shall indemnify, defend, and hold harmless each Protected Person against any and all claims, demands, liabilities, losses, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to the Company’s business or affairs, except to the extent such claim results from the Protected Person’s gross negligence, willful misconduct, or knowing violation of law.

7.3 Advancement of Expenses
The Company may advance expenses to a Protected Person in connection with any proceeding arising from that person’s role in the Company, subject to the Protected Person’s written undertaking to repay such advances if ultimately determined to be ineligible for indemnification.

7.4 Insurance
The Company may maintain insurance, at its expense, to protect any Protected Person against liability asserted against or incurred by such person in any capacity with the Company, whether or not the Company would have the power to indemnify such person under this Article VII.

VIII. DISPUTE RESOLUTION

8.1 Governing Law
These Articles and any claim or dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to conflicts-of-law principles.

8.2 Forum Selection
Any suit, action, or proceeding arising out of or relating to these Articles shall be instituted exclusively in the [STATE BUSINESS COURT / DISTRICT COURT OF (COUNTY) COUNTY, OKLAHOMA], and each party irrevocably submits to the exclusive jurisdiction of such court.

8.3 Arbitration [OPTIONAL]
[IF INCLUDED] Any dispute not resolved informally within [30] days shall be finally resolved by binding arbitration administered by [ARBITRATION ADMINISTRATOR] in accordance with its rules. The award shall be final and may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver [OPTIONAL]
[IF INCLUDED] EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATING TO THESE ARTICLES.

8.5 Injunctive Relief
Nothing in this Article VIII shall limit the right of any party to seek preliminary or permanent injunctive relief or any other equitable remedy.

IX. GENERAL PROVISIONS

9.1 Amendments
These Articles may be amended or restated only by filing a certificate of amendment or restated articles with the Oklahoma SOS, approved in accordance with the Operating Agreement and the Act.

9.2 Waiver
No waiver of any provision of these Articles shall be effective unless in writing and signed by the waiving party. Any waiver shall be strictly limited to its specified terms.

9.3 Assignment
No Member may assign the Member’s interest in the Company except as permitted in the Operating Agreement or as otherwise provided by law.

9.4 Successors and Assigns
These Articles shall be binding upon, and inure to the benefit of, the Company and its successors and assigns.

9.5 Severability
If any provision of these Articles is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted to fulfill its intended purpose to the maximum extent permitted by law.

9.6 Integration
These Articles constitute the entire statement of the Company’s organizational provisions required by the Act, superseding all prior agreements and understandings relating thereto, except the Operating Agreement, which shall supplement (and not supersede) these Articles.

9.7 Counterparts; Electronic Signatures
These Articles may be executed in one or more counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures delivered by facsimile or electronic transmission shall be deemed original signatures for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer has executed these Articles of Organization on the date set forth below.

[// GUIDANCE: Oklahoma does not generally require notarization of Articles of Organization. Confirm current practice. If the Organizer is an entity, include title (e.g., “By: John Doe, President”).]

END OF DOCUMENT