ARTICLES OF ORGANIZATION

of

[FULL LEGAL NAME OF LLC]

A Rhode Island Limited Liability Company

[// GUIDANCE: Remove all bracketed guidance before submission to the Rhode Island Department of State – Business Services Division (“RI-SOS”).]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Articles
   3.1 Name & Principal Office
   3.2 Registered Agent & Registered Office
   3.3 Purpose
   3.4 Duration
   3.5 Management Structure
   3.6 Admission of Members
   3.7 Limitation of Liability & Indemnification
   3.8 Optional Dispute Resolution Provisions
   3.9 Publication (If Applicable)
   3.10 Adoption of Operating Agreement
4. General Provisions
5. Execution Block

1. DOCUMENT HEADER

These Articles of Organization (“Articles”) are executed as of [EFFECTIVE DATE]* pursuant to the Rhode Island Limited-Liability Company Act (the “Act”) for the purpose of forming a Rhode Island limited liability company.

* [// GUIDANCE: If a delayed effective date (not more than 90 days after filing) is desired, insert that date here and in Section 3.1(b). Otherwise delete the asterisked language.]

2. DEFINITIONS

For purposes of these Articles:

“Act” means the Rhode Island Limited-Liability Company Act, as amended from time to time.
“Articles” means these Articles of Organization, as they may be amended or restated.
“Company” means [FULL LEGAL NAME OF LLC].
“Member” means any person admitted as a member under the Act and the Operating Agreement.
“Operating Agreement” means the written agreement among the Members governing the affairs of the Company.

3. OPERATIVE ARTICLES

3.1 Name & Principal Office

a. Legal Name. The name of the limited liability company is:

[FULL LEGAL NAME OF LLC]

b. Principal Office. The street address of the principal office where the records required by the Act are maintained is:

[STREET ADDRESS]
  [CITY], Rhode Island [ZIP]

c. Effective Date. These Articles shall become effective (choose one):
 ☐ Upon filing with the RI-SOS.
 ☐ On the following delayed effective date (not to exceed 90 days after filing): [DELAYED EFFECTIVE DATE].

3.2 Registered Agent & Registered Office

The name and Rhode Island street address of the Company’s registered agent/office are:

Registered Agent: [NAME OF REGISTERED AGENT]
 Registered Office: [STREET ADDRESS], [CITY], Rhode Island [ZIP]

[// GUIDANCE: Insert the registered agent’s written consent on a separate form if required by RI-SOS. Some agents include consent language here; verify current filing rules.]

3.3 Purpose

The purpose for which the Company is organized is to engage in any lawful act or activity for which a limited liability company may be organized under the Act, together with all powers necessary or convenient to effect such purpose.

[// GUIDANCE: Insert a narrower purpose clause if regulatory licensing (e.g., professional services) dictates.]

3.4 Duration

The Company shall continue in existence:
 ☐ Perpetually.
 ☐ Until [SPECIFIED DISSOLUTION DATE/EVENT].

3.5 Management Structure

The Company is (select one):
 ☐ Member-Managed – Management of the Company is vested in its Members.
 ☐ Manager-Managed – Management of the Company is vested in one or more Managers. The name and business address of each initial Manager are:

1. [NAME], [ADDRESS]
  2. [NAME], [ADDRESS]

[// GUIDANCE: RI-SOS requires disclosure of each Manager’s name and address if Manager-managed.]

3.6 Admission of Members

The name and business, residence, or mailing address of each initial Member are:

1. [NAME], [ADDRESS]
  2. [NAME], [ADDRESS]

[// GUIDANCE: Listing Members in the Articles is optional under RI law but customary for transparency. Omit if confidentiality is preferred.]

3.7 Limitation of Liability & Indemnification

a. Limited Liability. No Member, Manager, officer, or agent of the Company shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being or acting in such capacity, except to the extent the Act expressly provides otherwise.

b. Indemnification. The Company shall indemnify and hold harmless any person who is or was a Member, Manager, officer, employee, or agent of the Company to the fullest extent permitted by the Act, against any and all claims, liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred in connection with any proceeding arising out of such person’s status or activities on behalf of the Company, provided that such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company.

c. Advancement of Expenses. Expenses incurred by an indemnified person in defending any proceeding shall, upon receipt of a written undertaking to repay such amounts if it is ultimately determined that such person is not entitled to indemnification, be paid by the Company in advance of the final disposition of such proceeding.

[// GUIDANCE: Sections 3.7(b)–(c) implement the “member_manager_indemnity” requirement and may also appear (more extensively) in the Operating Agreement.]

3.8 Optional Dispute Resolution Provisions

[// GUIDANCE: Sections 3.8(a)–(e) are optional. Delete or tailor to client preference before filing.]

a. Governing Law. These Articles and the rights of the Members shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to its conflict-of-laws principles.

b. Forum Selection. Any judicial proceeding arising out of the internal affairs of the Company shall be brought exclusively in the Business Calendar of the Rhode Island Superior Court (Providence County) or, if such court lacks subject-matter jurisdiction, any state court located in Providence County, Rhode Island.

c. Arbitration (Optional). At the election of any party, any dispute arising under the Operating Agreement may be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in Providence, Rhode Island under its Commercial Arbitration Rules then in effect. Judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

d. Jury Trial Waiver (Optional). EACH MEMBER AND MANAGER, TO THE FULLEST EXTENT PERMITTED BY LAW, KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING THE COMPANY’S INTERNAL AFFAIRS.

e. Injunctive Relief. Nothing herein shall preclude any party from seeking injunctive or other equitable relief to prevent irreparable harm pending the resolution of any dispute.

3.9 Publication (If Applicable)

[// GUIDANCE: Rhode Island does not currently impose a newspaper publication requirement for LLC formation. If a future local ordinance or special licensing rule mandates publication, insert the requisite affidavit language here.]

3.10 Adoption of Operating Agreement

Within thirty (30) days after the filing of these Articles, the Members shall enter into a written Operating Agreement consistent with the Act. Failure to adopt an Operating Agreement shall not affect the validity of the Company’s existence.

4. GENERAL PROVISIONS

4.1 Amendment. These Articles may be amended or restated in the manner prescribed by the Act.

4.2 Severability. If any provision of these Articles is determined to be invalid or unenforceable, the remaining provisions shall be given full force and effect.

4.3 Integration. These Articles constitute the entire articles of organization of the Company and supersede all prior drafts or understandings.

5. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned organizer(s) execute these Articles of Organization this ___ day of ____, 20__.

[// GUIDANCE: Only one organizer is required. Attach additional signature lines if more organizers are involved.]

ACCEPTANCE OF APPOINTMENT BY REGISTERED AGENT

I, [NAME OF REGISTERED AGENT], having been designated as the registered agent for [FULL LEGAL NAME OF LLC], hereby accept such appointment and agree to act in such capacity.

Registered Agent Signature: ____
Date: ____, 20__

[// GUIDANCE:
1. Filing. File electronically or mail the executed original and the RI-SOS filing fee to: 148 W. River Street, Providence, RI 02904.
2. Attachments. Include separate Consent to Appointment of Registered Agent form if RI-SOS so requires on the filing date.
3. Post-Filing. Order a certified copy stamped by RI-SOS for the Company’s record book and for opening bank accounts.
4. Annual Report. Calendar-year LLCs must file an annual report with RI-SOS between 2/1 and 5/1 each year.
5. Operating Agreement. Circulate a draft OA for member review immediately upon filing these Articles.
]