LLC Articles of Organization - Rhode Island

ARTICLES OF ORGANIZATION

OF [________________________________]

A Rhode Island Limited Liability Company

Filed with the Rhode Island Secretary of State, Division of Business Services

TABLE OF CONTENTS

1. Document Header and Formation Statement
2. Name of Limited Liability Company
3. Registered Agent and Registered Office
4. Principal Office
5. Purpose
6. Duration
7. Management Structure
8. Initial Members
9. Managers (If Manager-Managed)
10. Effective Date
11. Limitation of Liability
12. Indemnification
13. Operating Agreement
14. Dissolution Provisions
15. Optional Provisions
16. Organizer Information and Execution
17. Acceptance of Appointment by Registered Agent
18. Filing Instructions
19. Sources and References

ARTICLE 1. DOCUMENT HEADER AND FORMATION STATEMENT

These Articles of Organization (the "Articles") are executed and delivered to the Rhode Island Secretary of State pursuant to the Rhode Island Limited Liability Company Act, R.I. Gen. Laws Chapter 7-16 (the "Act"), for the purpose of forming a Rhode Island limited liability company.

The undersigned organizer(s) hereby adopt(s) the following Articles of Organization:

ARTICLE 2. NAME OF LIMITED LIABILITY COMPANY

2.1 The name of the limited liability company is:

[________________________________]

(the "Company").

2.2 The name contains the designation [☐ "Limited Liability Company" / ☐ "L.L.C." / ☐ "LLC"], as required by R.I. Gen. Laws § 7-16-4.

2.3 The name is distinguishable from any other name on file with the Rhode Island Secretary of State.

Practice Note: Verify name availability through the Rhode Island Secretary of State business name search at https://business.sos.ri.gov. A name may be reserved by filing a name reservation application with the Secretary of State.

ARTICLE 3. REGISTERED AGENT AND REGISTERED OFFICE

3.1 Registered Agent. The name of the Company's initial registered agent is:

[________________________________]

3.2 Registered Office. The Rhode Island street address of the initial registered office is (no P.O. Box):

[________________________________]
City: [________________________________], Rhode Island [____]

3.3 Mailing Address (if different from registered office):

[________________________________]
City: [________________________________], State: [____] ZIP: [____]

3.4 The registered agent is (select one):

☐ An individual who is a resident of Rhode Island
☐ A domestic entity authorized to serve as registered agent in Rhode Island
☐ A foreign entity authorized to transact business in Rhode Island

Note: Under R.I. Gen. Laws § 7-16-9, the Company must continuously maintain a registered agent and registered office in Rhode Island. The registered office must be at a physical street address (no P.O. Box). The registered agent's written consent must accompany the filing or be incorporated into it.

ARTICLE 4. PRINCIPAL OFFICE

4.1 The street address of the Company's principal office where records required by the Act are maintained:

[________________________________]
City: [________________________________], State: [____] ZIP: [____]

4.2 The mailing address of the principal office (if different from street address):

[________________________________]
City: [________________________________], State: [____] ZIP: [____]

ARTICLE 5. PURPOSE

5.1 General 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.

5.2 Specific Purpose (Optional). [If applicable:] In addition to the general purpose stated above, the Company's primary business shall be:

[________________________________]
[________________________________]

Practice Note: If the Company will engage in a regulated profession (e.g., law, medicine, accounting, engineering), a narrower purpose clause may be required by the applicable licensing authority. Consult the relevant Rhode Island professional licensing board.

ARTICLE 6. DURATION

The Company shall continue in existence (select one):

☐ Perpetually, unless dissolved in accordance with the Act or the Operating Agreement.
☐ Until [__/__/____] or the occurrence of the following event: [________________________________].

ARTICLE 7. MANAGEMENT STRUCTURE

7.1 The Company is (select one):

☐ Member-Managed – Management of the Company is vested in its members. Each member is an agent of the Company for the purpose of its business. (R.I. Gen. Laws § 7-16-12)

☐ Manager-Managed – Management of the Company is vested in one or more managers. Members who are not managers do not have the authority to bind the Company. (R.I. Gen. Laws § 7-16-12)

7.2 The management structure may be changed only by amendment of these Articles filed with the Secretary of State.

ARTICLE 8. INITIAL MEMBERS

8.1 The name and business, residence, or mailing address of each initial member:

8.2 Admission of additional members shall be governed by the Operating Agreement and the Act (R.I. Gen. Laws § 7-16-22).

Practice Note: Listing members in the Articles is optional under Rhode Island law but is customary for transparency purposes. If confidentiality of membership is preferred, this section may be omitted, and member information may be maintained solely in the Operating Agreement.

ARTICLE 9. MANAGERS (IF MANAGER-MANAGED)

Complete this section only if the Company is Manager-Managed.

9.1 The name and business address of each initial manager:

9.2 Managers shall serve in accordance with the Operating Agreement. A manager may be removed and replaced in accordance with the Operating Agreement and the Act.

Note: Under R.I. Gen. Laws § 7-16-6, if the Company has managers at the time of formation, the Articles must include the name and address of each manager.

ARTICLE 10. EFFECTIVE DATE

These Articles shall become effective (select one):

☐ Upon filing with the Rhode Island Secretary of State and issuance of the Certificate of Organization.
☐ On a delayed effective date (not to exceed 90 days after filing): [__/__/____].

ARTICLE 11. LIMITATION OF LIABILITY

11.1 No member, manager, officer, employee, 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. (R.I. Gen. Laws § 7-16-46)

11.2 The failure of the Company to observe formalities or requirements relating to the exercise of its powers or the management of its business or affairs under the Act or the Operating Agreement is not a ground for imposing personal liability on any member, manager, or agent for liabilities of the Company.

ARTICLE 12. INDEMNIFICATION

12.1 Mandatory Indemnification. The Company shall indemnify and hold harmless any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a member, manager, officer, employee, or agent of the Company, to the fullest extent permitted by the Act.

12.2 Scope. Indemnification shall include expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred, provided the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company.

12.3 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.

12.4 Insurance. The Company may purchase and maintain directors' and officers' or managers' liability insurance.

12.5 Non-Exclusivity. The rights to indemnification provided herein shall not be exclusive of any other rights to which any person may be entitled under any statute, agreement, vote of members, or otherwise.

ARTICLE 13. OPERATING AGREEMENT

13.1 Within thirty (30) days after the filing of these Articles, the members shall enter into a written Operating Agreement consistent with the Act.

13.2 The Operating Agreement shall govern the internal affairs of the Company, including the rights, powers, and duties of members and managers, allocation of profits and losses, distributions, transfer restrictions, and dissolution.

13.3 Failure to adopt an Operating Agreement shall not affect the validity of the Company's existence; however, the default provisions of the Act shall govern in the absence of an Operating Agreement.

ARTICLE 14. DISSOLUTION PROVISIONS

14.1 The Company may be dissolved:

(a) Upon the occurrence of events specified in the Operating Agreement;

(b) By written consent of [☐ all members / ☐ members holding a majority of the interests];

(c) By judicial decree under the Act;

(d) By administrative dissolution by the Secretary of State for failure to file annual reports or maintain a registered agent; or

(e) As otherwise provided by the Act.

14.2 Upon dissolution, the Company's affairs shall be wound up in accordance with the Act and the Operating Agreement.

ARTICLE 15. OPTIONAL PROVISIONS

Select and complete any applicable optional provisions:

15.1 Dispute Resolution (Optional)

☐ Governing Law. These Articles and the rights of the members shall be governed by the laws of the State of Rhode Island, without regard to conflict-of-laws principles.

☐ 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.

☐ Arbitration. At the election of any party, disputes arising under the Operating Agreement may be resolved by binding arbitration administered by the American Arbitration Association in Providence, Rhode Island, under its Commercial Arbitration Rules.

☐ Jury Trial Waiver. 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.

☐ Equitable Relief. Nothing herein shall preclude any party from seeking injunctive or other equitable relief to prevent irreparable harm.

15.2 Additional Optional Provisions

☐ Restrictions on Transfer. Interests in the Company may be subject to restrictions on transfer as set forth in the Operating Agreement.

☐ Tax Classification. The Company intends to be classified for federal income tax purposes as: [☐ Partnership / ☐ Disregarded Entity / ☐ Corporation (by election)].

☐ Series LLC. [If applicable:] The Company is authorized to establish one or more series as provided by the Act.

☐ Professional LLC. [If applicable:] The Company is organized for the purpose of rendering professional services as defined in [________________________________].

ARTICLE 16. ORGANIZER INFORMATION AND EXECUTION

16.1 The name and address of each organizer:

16.2 The person authorized to sign, and who does sign, these Articles of Organization:

Name: [________________________________]
Address: [________________________________]

Note: Under R.I. Gen. Laws § 7-16-6, the Articles must include the name and address of the person who signs. Only one organizer is required.

Execution

IN WITNESS WHEREOF, the undersigned organizer(s) execute(s) these Articles of Organization on the date set forth below.

Organizer 1:

___________________________________
Name: [________________________________]
Address: [________________________________]
Date: [__/__/____]

Organizer 2 (if applicable):

___________________________________
Name: [________________________________]
Address: [________________________________]
Date: [__/__/____]

ARTICLE 17. ACCEPTANCE OF APPOINTMENT BY REGISTERED AGENT

I, [________________________________], having been designated as the registered agent for [________________________________], hereby accept such appointment and agree to act in such capacity in accordance with the Rhode Island Limited Liability Company Act.

I confirm that my business office is located at the registered office address stated in Article 3 of these Articles.

Registered Agent Signature:

___________________________________
Printed Name: [________________________________]
Title (if entity agent): [________________________________]
Date: [__/__/____]

18. FILING INSTRUCTIONS

Filing Methods

Filing Fees

Note: The filing fee is $150, plus a $6 enhanced fee if filing online. Payment by check payable to "Rhode Island Secretary of State" for mail filings, or credit card for online filings.

Processing Times

Pre-Filing Checklist

☐ Verify LLC name availability with RI Secretary of State
☐ Ensure name includes "Limited Liability Company," "L.L.C.," or "LLC"
☐ Designate registered agent with physical Rhode Island street address
☐ Obtain registered agent's consent to serve
☐ Determine management structure (member-managed or manager-managed)
☐ If manager-managed, identify initial manager(s) with names and addresses
☐ Prepare filing fee ($150 plus $6 online fee if applicable)
☐ Complete Articles of Organization form or prepare custom filing

Post-Filing Checklist

☐ Receive Certificate of Organization from Secretary of State
☐ Order certified copy for Company records and bank account opening
☐ Draft and adopt Operating Agreement within 30 days
☐ Obtain Federal Employer Identification Number (EIN) from IRS
☐ Register for Rhode Island state taxes (Division of Taxation)
☐ Obtain Rhode Island business license(s) as applicable
☐ Open Company bank account
☐ File annual report with RI Secretary of State (due between February 1 and May 1 each year per R.I. Gen. Laws § 7-16-66)
☐ Consider tax classification election (IRS Form 8832 or Form 2553)
☐ Comply with local city/town business registration requirements

Annual Report Requirements

Rhode Island requires all domestic and foreign LLCs to file an annual report with the Secretary of State. The report is due between February 1 and May 1 of each year (R.I. Gen. Laws § 7-16-66). The annual report filing fee is $50. Failure to file may result in administrative dissolution.

Publication Requirement

Rhode Island does not currently impose a newspaper publication requirement for LLC formation.

19. SOURCES AND REFERENCES

• R.I. Gen. Laws § 7-16-6 – Articles of Organization: https://law.justia.com/codes/rhode-island/title-7/chapter-7-16/section-7-16-6/
• R.I. Gen. Laws § 7-16-5 – Formation
• R.I. Gen. Laws § 7-16-4 – Name Requirements
• R.I. Gen. Laws § 7-16-9 – Registered Agent and Office
• R.I. Gen. Laws § 7-16-12 – Management by Members or Managers
• R.I. Gen. Laws § 7-16-22 – Admission of Members
• R.I. Gen. Laws § 7-16-46 – Limitation of Liability
• R.I. Gen. Laws § 7-16-66 – Annual Report: https://law.justia.com/codes/rhode-island/title-7/chapter-7-16/section-7-16-66/
• Rhode Island Secretary of State – Business Services: https://business.sos.ri.gov
• Articles of Organization Form: https://docs.sos.ri.gov/documents/BusinessServices/400-articles-of-organization.pdf

This template is provided for informational and educational purposes only. It does not constitute legal advice. LLC formation documents must be tailored to each company's specific structure, membership, and needs. All statutory citations should be verified against current Rhode Island General Laws. The Rhode Island Secretary of State may update forms, fees, and procedures at any time. Consult a licensed Rhode Island attorney before filing.