ARTICLES OF ORGANIZATION

[FULL LEGAL NAME OF LLC]

(“Company”)
Effective Date: [MONTH DAY, YEAR]
Jurisdiction: State of Oregon

[// GUIDANCE: This template is drafted to meet or exceed the content requirements for an Oregon limited liability company under OR law. It also embeds optional “extra-strength” provisions (e.g., indemnification, dispute resolution) that go beyond the minimum statutory filing. Keep, modify, or strike any optional clause to suit the client’s risk profile and the Secretary of State’s current form instructions.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Formation Provisions
IV. Representations & Warranties of the Organizer(s)
V. Covenants & Restrictions (Initial)
VI. Default & Remedies (Internal Governance)
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Name of Company.
    The legal name of the limited liability company is [FULL LEGAL NAME OF LLC] (the “Company”). The name includes the words “Limited Liability Company,” “LLC,” or “L.L.C.” as required by Oregon law.

2. Type of Entity.
    The Company is organized as a limited liability company under the Oregon Limited Liability Company Act (the “Act”).

3. Effective Date & Time.
    These Articles shall become effective on the later of (a) the date filed-for-record by the Oregon Secretary of State; or (b) [DELAYED EFFECTIVE DATE, IF ANY], not to exceed 90 days after filing.

4. Duration.
    The Company’s existence is [perpetual / specify term] unless dissolved sooner in accordance with the Act or the Company’s Operating Agreement.

5. Purpose.
    The Company may transact any lawful business for which an LLC may be organized in Oregon, subject to licensing requirements for regulated activities.

II. DEFINITIONS

For purposes of these Articles, capitalized terms have the meanings set forth below.

“Act” – the Oregon Limited Liability Company Act, as amended from time to time.
“Articles” – these Articles of Organization, as amended or restated.
“Company” – the limited liability company formed hereby.
“Manager” – a person designated to manage the Company in a manager-managed structure.
“Member” – a person admitted as a member of the Company in accordance with the Act and the Operating Agreement.
“Operating Agreement” – any agreement (written, oral, or implied) among the Members concerning the affairs of the Company and the conduct of its business.
“Organizer” – the person executing and delivering these Articles for filing.

[// GUIDANCE: Add or delete defined terms to align with the Operating Agreement that will govern the Company post-formation.]

III. OPERATIVE FORMATION PROVISIONS

1. Principal Office.
    Street Address: [STREET, CITY, STATE ZIP]
    Mailing Address (if different): [MAILING ADDRESS]

2. Registered Agent & Registered Office.
    a. Registered Agent: [INDIVIDUAL/ENTITY NAME]
    b. Physical Street Address (No P.O. Boxes): [ADDRESS, CITY, OR ZIP]
    c. Consent: The Registered Agent has consented in writing to serve in such capacity.

3. Management Structure.
    ☐ Member-Managed
     Names & Addresses of at least one Member:
      (1) [NAME] – [STREET, CITY, STATE ZIP]
      (2) [NAME] – [STREET, CITY, STATE ZIP]
     —or—
    ☐ Manager-Managed
     Names & Addresses of each initial Manager:
      (1) [NAME] – [STREET, CITY, STATE ZIP]
      (2) [NAME] – [STREET, CITY, STATE ZIP]

4. Professional Services (if applicable).
    ☐ The Company is a “professional” LLC and will render the following professional service(s): [DESCRIBE]. All Managers and Members will hold the requisite Oregon licenses.
    ☐ Not applicable.

5. Liability Statement.
    No Member or Manager will be personally liable for the Company’s obligations solely by reason of being a Member or Manager, except as otherwise provided by law or the Operating Agreement.

6. Publication Requirement.
    [// GUIDANCE: Oregon currently imposes no newspaper-publication requirement. Include this clause only if (a) local counsel or a special industry statute requires notice; or (b) the client transacts in another jurisdiction that does require publication.]
    If publication is required, the Company shall cause a legal notice of its formation to be published in accordance with [APPLICABLE STATUTE], and an affidavit of publication shall be filed with the Secretary of State within [NUMBER] days.

7. Operating Agreement Mandate.
    Within 30 days after the Effective Date, the Members shall adopt an Operating Agreement governing the rights and obligations of Members and Managers, capital contributions, allocations, distributions, and transfer restrictions. Failure to adopt an Operating Agreement shall not affect the Company’s existence but may result in the Act’s default rules controlling.

IV. REPRESENTATIONS & WARRANTIES OF THE ORGANIZER(S)

Each Organizer represents and warrants to the Company and the Members that:
1. Authority. He/she/it has full power and authority to execute and deliver these Articles.
2. Compliance. The execution and delivery of these Articles do not violate any agreement or legal obligation binding on the Organizer.
3. Accuracy. All information furnished in or with these Articles is true, correct, and complete in all material respects.
4. Reliance. The foregoing representations are made for the benefit of the Secretary of State, the Company, its Members, and third parties relying on the public record.

[// GUIDANCE: These reps/warranties are optional but provide recourse if the Organizer provides faulty information.]

V. COVENANTS & RESTRICTIONS (INITIAL)

1. Post-Formation Filings. The Organizer shall promptly deliver all Secretary of State file-stamped documents to the initial Members/Managers and shall coordinate any supplemental filings (e.g., assumed business name, EIN application).

2. Annual Report. The Company shall file its annual report and pay the related fee on or before the statutory due date to maintain active status.

3. Recordkeeping. The Company shall maintain at its principal office the records required by the Act, including but not limited to a list of Members and Managers, copies of filed documents, and financial statements.

VI. DEFAULT & REMEDIES (INTERNAL GOVERNANCE)

1. Failure to Adopt Operating Agreement.
    If the Members fail to adopt an Operating Agreement within the period specified in Section III-7, the Act’s default rules shall govern, and any Member may compel the adoption of an Operating Agreement or seek judicial intervention.

2. Administrative Dissolution.
    If the Company is administratively dissolved for failure to file an annual report or maintain a registered agent, any Member or Manager may cure the default and seek reimbursement of expenses as a preferred distribution.

VII. RISK ALLOCATION

1. Indemnification.
    The Company shall indemnify, defend, and hold harmless each Organizer, Member, Manager, officer, employee, and agent (“Indemnified Party”) against any claim, loss, or expense arising out of that person’s status or activities on behalf of the Company, except to the extent finally determined to have resulted from such person’s gross negligence or willful misconduct.

2. Limitation of Liability.
    To the fullest extent permitted by law, no Indemnified Party shall be liable to the Company or to any other person for monetary damages for any act or omission in such capacity, except for: (a) any breach of the duty of loyalty; (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) any transaction from which the Indemnified Party derived an improper personal benefit.

3. Insurance.
    The Company may purchase and maintain insurance on behalf of any Indemnified Party against liability asserted against or incurred by such person, whether or not the Company would have the power to indemnify that person under this Section VII.

4. Force Majeure.
    No party hereto shall be liable for any failure or delay in performing an obligation under these Articles or the Operating Agreement if such failure or delay is due to acts of God, war, terrorism, epidemic, governmental action, or other causes beyond the party’s reasonable control.

VIII. DISPUTE RESOLUTION

1. Governing Law.
    All issues arising under or related to the Company shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict-of-laws rules.

2. Forum Selection.
    Any judicial proceeding shall be brought exclusively in the [NAME OF COUNTY] County Circuit Court, Commercial Division (or any successor “business court”). Each party irrevocably submits to the personal jurisdiction of such court.

3. Arbitration (Optional).
    ☐ The Members agree to submit any internal dispute to confidential, binding arbitration administered by [ARBITRATION PROVIDER] under its commercial arbitration rules. The seat of arbitration shall be [CITY, OREGON]. Judgment on the award may be entered in any court of competent jurisdiction.
    —or—
    ☐ Arbitration is not elected.

4. Jury Waiver (Optional).
    To the extent permitted by law, each party irrevocably waives any right to a jury trial in any action or proceeding relating to the Company.

5. Injunctive Relief.
    Nothing in this Section VIII precludes a party from seeking provisional or injunctive relief in the designated Oregon court to preserve the status quo or prevent irreparable harm.

IX. GENERAL PROVISIONS

1. Amendment & Waiver.
    These Articles may be amended or restated only by filing an appropriate amendment with the Secretary of State and as authorized in the Operating Agreement. No waiver of any provision hereof shall be effective unless in writing and signed by the party granting the waiver.

2. Assignment.
    No rights or obligations hereunder may be assigned by any Organizer without the prior written consent of the Managers (or Members if member-managed).

3. Successors & Assigns.
    These Articles are binding upon and inure to the benefit of the Company, its successors, and permitted assigns.

4. Severability.
    If any provision of these Articles is held invalid or unenforceable, the remaining provisions shall be interpreted so as best to carry out the parties’ intent.

5. Integration.
    These Articles constitute the complete public filing instrument of the Company and supersede all prior oral or written statements with respect to the matters set forth herein.

6. Counterparts; Electronic Signatures.
    These Articles may be executed in one or more counterparts, each of which is deemed an original. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer(s) execute these Articles of Organization and declare, under penalty of perjury, that the statements herein are true and correct.

[OPTIONAL NOTARY ACKNOWLEDGMENT]
State of Oregon  )
County of [__] ) ss.

On [DATE], before me, [NOTARY NAME], a Notary Public for said state, personally appeared [NAME(S)] who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature(s) on the instrument, the person(s) executed the instrument.

Witness my hand and official seal.

Notary Public for Oregon
My Commission Expires: [DATE]

[// GUIDANCE:
1. File electronically or by mail with the Oregon Secretary of State, Corporations Division, and pay the current filing fee.
2. Retain file-stamped copy with company records.
3. Adopt an Operating Agreement promptly.
4. Calendar the annual report due date (anniversary month of initial filing).]

END OF TEMPLATE