LLC Articles of Organization

ARTICLES OF ORGANIZATION

of

[FULL LEGAL NAME, LLC]

(Prepared for formation of a South Dakota limited liability company under SDCL ch. 47-34A)

TABLE OF CONTENTS

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

I. DOCUMENT HEADER

1. Document Title. “Articles of Organization of [FULL LEGAL NAME, LLC]” (the “Articles”).
2. Organizers. These Articles are executed and filed by the undersigned organizer(s) (each, an “Organizer”).
3. Effective Date. These Articles become effective on the later of (a) the date of filing with the South Dakota Secretary of State, or (b) [DEFERRED EFFECTIVE DATE — not more than 90 days after filing], pursuant to SDCL § 47-34A-203(d).
4. Recitals.
   A. The Organizer(s) desire to form a South Dakota limited liability company under the South Dakota Uniform Limited Liability Company Act, SDCL ch. 47-34A (the “Act”).
   B. The parties intend that the Company (as defined below) have the rights, powers, and privileges granted by the Act and any other applicable law.

II. DEFINITIONS

Capitalized terms used herein have the meanings below; undefined terms have the meanings assigned in the Act.

“Act” – the South Dakota Uniform Limited Liability Company Act, SDCL ch. 47-34A, as amended.

“Articles” – these Articles of Organization, as amended/restated.

“Company” – [FULL LEGAL NAME, LLC], the limited liability company organized hereby.

“Member” – a person admitted as a member of the Company.

“Manager” – a person designated to manage the Company in a manager-managed structure.

“Operating Agreement” – the limited liability company agreement required by Section III.12.

“Registered Agent” – the agent for service of process named in Section III.4.

III. OPERATIVE PROVISIONS

1. Name. The Company’s name is “[FULL LEGAL NAME, LLC]” and shall include “Limited Liability Company,” “L.L.C.,” or “LLC” as required by SDCL § 47-34A-105.

2. Principal Office. The mailing and street address of the principal office is:
   [STREET] • [CITY], South Dakota [ZIP].

3. Duration. The Company shall exist perpetually unless dissolved pursuant to the Act or the Operating Agreement.

4. Registered Agent & Registered Office.
   A. Registered Agent: [FULL LEGAL NAME or COMMERCIAL REGISTERED AGENT #].
   B. Registered Office: [STREET] • [CITY], South Dakota [ZIP].

5. Purpose. The Company may engage in any lawful business for which an LLC may be organized under the Act, including without limitation [OPTIONAL BUSINESS DESCRIPTION].

6. Management Structure (SDCL § 47-34A-203(a)(5)).
   ☐ Member-Managed  ☐ Manager-Managed
   • If Manager-Managed, initial Manager(s):
   – [NAME] – [ADDRESS]
   • If Member-Managed, initial Member(s):
   – [NAME] – [ADDRESS]

7. Series Election (Optional). ☐ YES  ☐ NO
   If “YES,” the Company may establish one or more protected series under SDCL §§ 47-34A-83 to -90; details will appear in a separate Certificate of Designation.

8. Limitation of Liability. No Member, Manager, Organizer, or agent shall be personally liable for Company debts, obligations, or liabilities solely by reason of acting in such capacity, per SDCL § 47-34A-303.

9. Indemnification. The Company shall indemnify and hold harmless each Member, Manager, Officer, Organizer, and their respective Affiliates to the fullest extent permitted by SDCL § 47-34A-406(4) and as supplemented in the Operating Agreement.
10. Capital Contributions. Initial contributions, if any, shall be set forth in the Operating Agreement or a separate Contribution Schedule.
11. Tax Classification. The Members may elect any permissible tax classification (e.g., partnership, S-corp, disregarded entity). Such election shall not require amendment of these Articles.
12. Operating Agreement Mandate. Within 30 days after the Effective Date, the Members shall adopt an Operating Agreement governing the Company’s internal affairs; until then, the default rules of the Act apply.
13. Publication. South Dakota imposes no publication requirement for LLC formation; therefore, none is undertaken herein.
14. Additional Provisions. The Company hereby elects to:
    ☐ Modify duties of loyalty/care to the maximum extent allowed under SDCL § 47-34A-409(c).
    ☐ Require additional capital contributions (terms in Operating Agreement).
    ☐ [OTHER OPTIONAL PROVISION].

IV. REPRESENTATIONS & WARRANTIES OF THE ORGANIZER(S)

1. Authority & Capacity. Each Organizer represents that he or she is of legal age, competent, and duly authorized to execute and deliver these Articles.
2. Accuracy of Information. Each Organizer warrants that, to the best of his or her knowledge, the information herein is true, correct, and complete.
3. Survival. The representations and warranties in this Article IV survive for two (2) years following the Effective Date.

V. COVENANTS & RESTRICTIONS

1. Statutory Compliance. The Company shall:
   A. File annual reports and pay all fees required by the South Dakota Secretary of State;
   B. Maintain a Registered Agent and Registered Office in South Dakota at all times.

2. Operating Agreement Adoption. The initial Members covenant to adopt an Operating Agreement within the time frame set forth in Section III.12.

3. No Issuance of Equity Without Consent. Unless otherwise provided in the Operating Agreement, no additional Membership Interests shall be issued without the unanimous written consent of the existing Members.

VI. DEFAULT & REMEDIES

1. Events of Default.
   A. Failure to maintain a Registered Agent for 60 consecutive days;
   B. Failure to file the required annual report within 60 days after statutory deadline;
   C. Material breach of any covenant in these Articles.

2. Notice & Cure. Written notice of default must be delivered to the Company’s last known principal office. The Company shall have 30 days to cure, unless the Act requires a shorter period.

3. Remedies.
   A. Specific performance or injunctive relief;
   B. Recovery of damages;
   C. Application for administrative dissolution under SDCL § 47-34A-906;
   D. Recovery of reasonable attorney fees and costs incurred in enforcing these Articles.

VII. RISK ALLOCATION

1. Indemnification. See Section III.9 (incorporated herein by reference).
2. Limitation of Liability. EXCEPT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, THE LIABILITY OF EACH MEMBER, MANAGER, AND ORGANIZER TO THE COMPANY AND TO THE OTHER MEMBERS/MANAGERS IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
3. Insurance. The Company shall maintain commercially reasonable general liability insurance and any other insurance mandated by law or agreed in the Operating Agreement.
4. Force Majeure. The Company and its Members are excused from performance to the extent performance is rendered impossible by acts of God, governmental action, pandemic, war, or other events beyond reasonable control.

VIII. DISPUTE RESOLUTION

1. Governing Law. These Articles and any disputes hereunder are governed by the laws of the State of South Dakota, without regard to its conflict-of-laws rules.
2. Forum Selection. Any lawsuit, action, or proceeding arising out of or related to Company affairs shall be brought exclusively in the state business court (or, if no specialized business docket then existing, in the Circuit Court of [COUNTY], South Dakota).
3. Arbitration (Optional). ☐ The Members agree that any internal dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, with the seat of arbitration in [CITY], South Dakota. Judgment on the award may be entered in any court having jurisdiction.
4. Jury Trial Waiver (Optional). ☐ EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY JUDICIAL PROCEEDING ARISING OUT OF THESE ARTICLES, TO THE FULLEST EXTENT PERMITTED BY LAW.
5. Injunctive Relief. Nothing in this Article VIII shall preclude any party from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction.

IX. GENERAL PROVISIONS

1. Amendments. These Articles may be amended or restated only by filing a duly executed Articles of Amendment or Restated Articles with the South Dakota Secretary of State in accordance with SDCL § 47-34A-204.
2. Waiver. No waiver of any provision herein shall be effective unless in writing and signed by the waiving party. No single waiver shall constitute a continuing waiver.
3. Assignment. The rights and obligations under these Articles may not be assigned except as expressly permitted by the Operating Agreement or the Act.
4. Successors & Assigns. These Articles are binding upon and inure to the benefit of the Company, its Members, Managers, and their respective successors and permitted assigns.
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 reformed to the minimum extent necessary to render it valid.
6. Entire Agreement. As between the Organizer(s) and the Company, these Articles constitute the entire agreement concerning formation of the Company, superseding all prior oral or written statements.
7. Counterparts; Electronic Signatures. These Articles may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means have the same effect as original signatures.

X. EXECUTION BLOCK

Executed as of [DATE]

Organizer:
___________________________________
[NAME], Organizer
[ADDRESS]
[EMAIL / PHONE]

Organizer (if more than one):
___________________________________
[NAME], Organizer
[ADDRESS]
[EMAIL / PHONE]

Optional Acknowledgment (Notary Public)
State of South Dakota  )
: ss.
County of _______________)

On this ____ day of __________, 20__, before me, the undersigned Notary Public, personally appeared [NAME(S) OF ORGANIZER(S)], known to me or satisfactorily proven to be the person(s) whose name(s) are subscribed to the foregoing instrument, and acknowledged that he/she/they executed the same for the purposes therein contained.

___________________________________
Notary Public, South Dakota
My Commission Expires: _____________