Certificate / Articles of Organization

[NAME OF LIMITED LIABILITY COMPANY], LLC

(Pennsylvania Limited Liability Company)

[// GUIDANCE: This template is intentionally drafted with a broader “Articles of Organization” title for practitioners accustomed to that nomenclature. Under Pennsylvania law, the filing instrument is formally called a “Certificate of Organization.” Both terms are used interchangeably herein. Sections that are required to be filed with the Pennsylvania Department of State are clearly marked “FILED” in the left margin. Sections marked “INTERNAL” are not submitted for filing but are retained in the Company’s minute book to provide additional governance, risk-allocation, and dispute-resolution mechanics requested by the client. Delete any “INTERNAL” provision the client does not wish to adopt.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibit A – Organizer’s Statement
12. Exhibit B – Publication Affidavit (PA)
13. Exhibit C – Operating Agreement Acknowledgement

1. DOCUMENT HEADER ──────────

2. DEFINITIONS ────────── (INTERNAL)

The following terms, whenever used with initial capital letters, have the meanings set forth below. Undefined terms shall have the meanings given in the Act.

“Act” – The Pennsylvania Uniform Limited Liability Company Act of 2016, 15 Pa. Cons. Stat. § 8811 et seq., as amended.

“Articles” – These Certificate/Articles of Organization, including all attached Exhibits as the same may be amended.

“Operating Agreement” – The written agreement (if any) of the Members governing the affairs of the Company and the conduct of its business, as contemplated by § 8815 of the Act.

“Members” – The Persons identified in Section 3.2 as Members, and any Persons admitted as members thereafter in accordance with the Operating Agreement.

“Person” – An individual, partnership, limited liability company, corporation, trust, estate, association, or other legal or commercial entity.

[Add additional defined terms as needed.]

3. OPERATIVE PROVISIONS ────────── (INTERNAL)

3.1 Admission of Members. Upon the filing of these Articles and satisfaction of the conditions precedent herein, the Persons listed in Section 3.2 shall be admitted as Members of the Company.

3.2 Initial Members & Capital Contributions.
a. [NAME] – Initial Capital Contribution: $[AMOUNT]
b. [NAME] – Initial Capital Contribution: $[AMOUNT]
[// GUIDANCE: Attach a schedule if more than two members.]

3.3 Additional Capital. No Member shall be required to make additional capital contributions without such Member’s prior written consent.

3.4 Distributions. Distributions of Cash Flow shall be made to Members pro rata in accordance with their Percentage Interests, subject to applicable law and any contrary provisions in the Operating Agreement.

3.5 Tax Classification. The Members intend that the Company be classified for U.S. federal and Pennsylvania state income tax purposes as [a partnership / a disregarded entity / a corporation] and shall file all returns consistently therewith.

3.6 Operating Agreement Mandate. Within thirty (30) days of the Effective Date, the Members shall enter into a comprehensive Operating Agreement consistent with, and controlling over, these Articles where permitted by law.

4. REPRESENTATIONS & WARRANTIES ────────── (INTERNAL)

4.1 Organizer Representations. The Organizer represents that:
a. The Organizer is of legal age and has full legal capacity to execute and deliver these Articles;
b. All information provided in these Articles is true, correct, and complete as of the date hereof.

4.2 Member/Manager Representations. Each Person executing these Articles on behalf of a Member or Manager represents that such Person is duly authorized to execute and deliver the same.

4.3 Survival. The representations and warranties in this Section 4 shall survive the filing of these Articles and the admission of Members.

5. COVENANTS & RESTRICTIONS ────────── (INTERNAL)

5.1 Compliance with Law. The Company and its Members shall comply in all material respects with all applicable federal, state, and local laws, regulations, and ordinances.

5.2 Books and Records. The Company shall maintain at its registered office the records required by § 8815 of the Act, including a fully-executed Operating Agreement and minutes of any Member or Manager actions.

5.3 Publication Requirement (Pennsylvania). Within sixty (60) days after the Effective Date, the Company shall advertise its formation once in a newspaper of general circulation and once in a legal periodical, each published in the county of the Company’s registered office, in compliance with 15 Pa. Cons. Stat. § 1301(a). Proof of publication shall be retained in the Company’s records in the form attached as Exhibit B.

6. DEFAULT & REMEDIES ────────── (INTERNAL)

6.1 Events of Default. Each of the following constitutes a “Default” by a Member:
a. Failure to timely make an agreed capital contribution;
b. Material breach of the Operating Agreement or these Articles;
c. Bankruptcy or insolvency of the Member;
d. Judicial determination of the Member’s incapacity.

6.2 Notice & Cure. A non-defaulting Member shall deliver written notice specifying the Default. The defaulting Member shall have fifteen (15) days to cure monetary Defaults and thirty (30) days to cure non-monetary Defaults, unless such cure period is extended by unanimous written consent of the non-defaulting Members.

6.3 Remedies. If a Default is not timely cured, the non-defaulting Members may, in addition to any remedies at law or equity, elect any or all of the following:
a. Purchase the defaulting Member’s interest at its Fair Value (as defined in the Operating Agreement);
b. Reduce or eliminate distributions to the defaulting Member until the Default is cured;
c. Seek injunctive relief to prevent further harm;
d. Recover reasonable attorneys’ fees and costs incurred in enforcing rights hereunder.

7. RISK ALLOCATION ────────── (INTERNAL)

7.1 Indemnification of Members & Managers. To the fullest extent permitted by § 8847 of the Act, the Company shall indemnify, hold harmless, and defend each Member, Manager, and their respective agents (each, an “Indemnitee”) from and against any and all losses, claims, demands, liabilities, expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement, arising out of or relating to the Indemnitee’s status as a Member or Manager, provided that the Indemnitee’s conduct was not finally adjudicated to constitute willful misconduct or recklessness.

7.2 Advancement of Expenses. The Company shall advance reasonable expenses incurred by an Indemnitee within ten (10) days after receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that the Indemnitee is not entitled to indemnification.

7.3 Limitation of Liability. EXCEPT FOR (i) WILLFUL MISCONDUCT, (ii) RECKLESSNESS, OR (iii) BREACHES OF THE IMPLIED CONTRACTUAL COVENANT OF GOOD FAITH AND FAIR DEALING, THE MAXIMUM AGGREGATE LIABILITY OF ANY MEMBER OR MANAGER TO THE COMPANY OR ANY OTHER MEMBER ARISING FROM OR RELATED TO THE COMPANY SHALL BE LIMITED TO THE TOTAL CAPITAL CONTRIBUTIONS ACTUALLY MADE BY SUCH MEMBER OR MANAGER.

7.4 Insurance. The Company shall purchase and maintain, at its expense, such liability insurance as the Members deem appropriate to protect the Company and the Indemnitees from covered losses.

7.5 Force Majeure. No Member or Manager shall be liable for any failure or delay in performance of obligations (other than payment obligations) where such failure or delay is caused by events beyond the reasonable control of the obligated party, including acts of God, war, terrorism, labor disputes, or governmental action.

8. DISPUTE RESOLUTION ────────── (INTERNAL)

8.1 Governing Law. These Articles and any dispute or claim arising hereunder shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws rules.

8.2 Forum Selection. The parties irrevocably submit to the exclusive jurisdiction of the [Court of Common Pleas, Commerce Division, County of ___, Pennsylvania] (the “Business Court”) for any suit, action, or proceeding arising out of or relating to these Articles or the Company.

8.3 Arbitration (Optional). Any controversy or claim [may / shall] be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The seat of arbitration shall be [CITY], Pennsylvania. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

8.4 Jury Waiver (Optional). TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THESE ARTICLES.

8.5 Injunctive Relief. Notwithstanding Section 8.3, any party may seek temporary, preliminary, or permanent injunctive relief in the Business Court to preserve the status quo or prevent irreparable harm pending final resolution of a dispute.

9. GENERAL PROVISIONS ────────── (INTERNAL)

9.1 Amendments. These Articles may be amended or restated only by filing an Amendment or Restated Certificate of Organization with the Pennsylvania Department of State and by the approval threshold set forth in the Operating Agreement.

9.2 Waiver. No waiver of any provision of these Articles shall be effective unless in writing and signed by the waiving party, nor shall any waiver constitute a continuing waiver.

9.3 Assignment. No Member may assign, transfer, pledge, or otherwise dispose of all or any part of such Member’s interest in the Company except as permitted in the Operating Agreement and the Act.

9.4 Successors & Assigns. Subject to Section 9.3, these Articles shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

9.5 Severability. If any provision of these Articles is determined to be invalid or unenforceable under applicable law, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

9.6 Integration. These Articles, together with any Operating Agreement and written amendments hereto, constitute the entire agreement of the parties with respect to the subject matter hereof.

9.7 Counterparts; Electronic Signatures. These Articles may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by electronic means (e.g., DocuSign, PDF) shall be deemed original signatures for all purposes.

10. EXECUTION BLOCK ──────────

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

[Notary Acknowledgment – Commonwealth of Pennsylvania]
STATE OF PENNSYLVANIA )
COUNTY OF ______ ) SS:

On this _ day of _, 20__, before me, the undersigned officer, personally appeared [NAME], known to me (or satisfactorily proven) to be the person whose name is subscribed to the within Instrument, and acknowledged that he/she executed the same for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Notary Public
My Commission Expires: ____

11. EXHIBIT A – ORGANIZER’S STATEMENT (FILED)

Pursuant to 15 Pa. Cons. Stat. § 8811, the undersigned, acting as the Organizer of [NAME OF LLC], LLC, executes these Certificate/Articles of Organization and affirms under penalty of perjury that the facts stated herein are true and correct.

12. EXHIBIT B – FORM OF PUBLICATION AFFIDAVIT (INTERNAL)

[Attach proof of the two (2) required advertisements, including (i) newspaper of general circulation and (ii) legal journal, each indicating the name of the Company, a brief statement of purpose, and the date of filing.]

13. EXHIBIT C – OPERATING AGREEMENT ACKNOWLEDGEMENT (INTERNAL)

Each of the undersigned hereby acknowledges receipt of a draft Operating Agreement and agrees to negotiate in good faith toward its execution within thirty (30) days of the Effective Date.

[// GUIDANCE: File only Sections 1.1 through 1.9 and Exhibit A with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, accompanied by the requisite filing fee. Retain all “INTERNAL” provisions and Exhibits in the Company’s minute book. Verify current fees, forms (DSCB:15-8821/8822), and publication requirements before filing.]