ARTICLES OF ORGANIZATION

of

[LLC NAME], LLC

A Tennessee Limited Liability Company

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Formation Details
   3.2 Principal Office & Registered Agent
   3.3 Statement of Purpose
   3.4 Management Structure
   3.5 Membership Interests
   3.6 Limitation of Liability
   3.7 Indemnification
   3.8 Optional Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Title. Articles of Organization of [LLC NAME], LLC (the “Company”).

1.2 Recitals.
A. The undersigned Organizer(s) desire to form a limited liability company pursuant to the Tennessee Revised Limited Liability Company Act, Tenn. Code Ann. § 48-249-101 et seq.
B. These Articles are executed for filing with the Tennessee Secretary of State in accordance with Tenn. Code Ann. § 48-249-203.

1.3 Effective Date. These Articles shall become effective [EFFECTIVE DATE] (the “Effective Date”).

1.4 Governing Law. These Articles and the Company’s internal affairs shall be governed by the laws of the State of Tennessee, without regard to conflict-of-laws principles.

2. DEFINITIONS

Unless otherwise indicated, the following terms shall have the meanings set forth below (alphabetically arranged):

“Act” – The Tennessee Revised Limited Liability Company Act, Tenn. Code Ann. § 48-249-101 et seq., as amended.
“Articles” – These Articles of Organization, including any duly adopted amendments or restatements.
“Company” – [LLC NAME], LLC, a Tennessee 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 pursuant to the Act and the Operating Agreement.
“Operating Agreement” – The written or oral agreement (if any) among the Members governing the affairs of the Company within the meaning of Tenn. Code Ann. § 48-249-203(a)(6).
[// GUIDANCE: Add additional defined terms as required by bespoke deal structure.]

3. OPERATIVE PROVISIONS

3.1 Formation Details

(a) Legal Name. The name of the limited liability company is [LLC NAME], LLC (the “Company”).
(b) Duration. The Company shall have a perpetual duration unless dissolved sooner in accordance with the Act or the Operating Agreement.
(c) Fiscal Year. The fiscal year of the Company shall end on [MONTH/DAY], or as otherwise provided in the Operating Agreement.

3.2 Principal Office & Registered Agent

(a) Principal Office Address. [STREET ADDRESS, CITY, TN ZIP].
(b) Mailing Address (if different). [MAILING ADDRESS].
(c) Registered Agent & Registered Office.
• Registered Agent: [REGISTERED AGENT NAME]
• Registered Office: [STREET ADDRESS, CITY, TN ZIP]
(d) The registered agent has consented to serve pursuant to Tenn. Code Ann. § 48-249-109.

3.3 Statement of Purpose

The Company is organized to engage in any lawful business for which a limited liability company may be organized under the Act, including [SPECIFIC BUSINESS ACTIVITIES, e.g., “commercial real estate acquisition, holding, leasing, and disposition”], and to do all things incidental or related thereto.

3.4 Management Structure

Check one:
☐ Member-Managed
☐ Manager-Managed
[If Manager-Managed, provide:]
• Initial Manager(s): [NAME & ADDRESS]
[// GUIDANCE: Attach Schedule A for additional Managers if needed.]

3.5 Membership Interests

(a) Initial Member(s). [NAME, ADDRESS, PERCENTAGE]
(b) Additional Members may be admitted as provided in the Operating Agreement.
(c) Capital Contributions. The amount and form of each Member’s initial Capital Contribution, if any, shall be set forth in the Operating Agreement or on Schedule B hereto.

3.6 Limitation of Liability

To the fullest extent permitted under Tenn. Code Ann. § 48-249-114 and the Act, no Member, Manager, Organizer, or Officer shall be personally liable to the Company or its Members for monetary damages for breach of any duty, except for: (i) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (ii) liability for any unlawful distribution.

3.7 Indemnification

The Company shall indemnify and hold harmless each Member, Manager, Officer, and any other person acting on the Company’s behalf (each, an “Indemnitee”) to the fullest extent permitted by Tenn. Code Ann. § 48-249-115, against any and all losses, claims, and expenses (including attorneys’ fees) incurred in the defense or disposition of any proceeding arising from such Indemnitee’s status or activities on behalf of the Company, provided that the Indemnitee acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company.
[// GUIDANCE: Consider obtaining D&O liability insurance to support indemnity obligations.]

3.8 Optional Provisions

(a) Series LLC. ☐ Adopt Series Structure ☐ Not Adopted
(b) Federal Tax Classification. ☐ Partnership ☐ S-Corporation ☐ C-Corporation ☐ Disregarded Entity
(c) Publication Requirement. Not required under Tennessee law; no publication will be made unless required by a foreign jurisdiction where the Company transacts business.
(d) Operating Agreement Mandate. The Members shall adopt an Operating Agreement within [NUMBER] days of the Effective Date.
(e) Additional Provisions – see Sections 7 & 8 below (Liability Caps, Arbitration, Jury Waiver, etc.).

4. REPRESENTATIONS & WARRANTIES

4.1 Organizer’s Authority. The undersigned Organizer(s) hereby represent and warrant that they have full authority to execute and file these Articles on behalf of the Company.

4.2 Accuracy of Information. The information contained herein is true, correct, and complete as of the Effective Date.

4.3 No Conflict. The execution and filing of these Articles does not violate any agreement, court order, or applicable law binding upon the Organizer(s).

5. COVENANTS & RESTRICTIONS

5.1 Compliance. The Company shall comply with all applicable federal, state, and local laws, including obtaining any required licenses or permits.

5.2 Books & Records. Complete and accurate books and records shall be maintained at the Principal Office in accordance with Tenn. Code Ann. § 48-249-307.

5.3 Annual Report. The Company shall file its annual report and pay all related fees to the Tennessee Secretary of State on or before the due date prescribed by law.

6. DEFAULT & REMEDIES

6.1 Events of Default. For purposes of internal governance, an “Event of Default” shall include:
(a) A Member’s material breach of the Operating Agreement;
(b) Willful misconduct or gross negligence by a Manager or Officer;
(c) The filing of voluntary or involuntary bankruptcy by any Member affecting the Member’s LLC interest.

6.2 Notice & Cure. Defaulting parties shall have [NUMBER] days after written notice to cure any Event of Default, unless the Operating Agreement specifies otherwise.

6.3 Remedies. Remedies may include suspension of voting rights, forced sale of a defaulting Member’s interest, specific performance, and/or expulsion, each as set forth in the Operating Agreement.

6.4 Attorneys’ Fees. The prevailing party in any dispute arising out of these Articles or the Operating Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification. See Section 3.7 (Member/Manager Indemnity).

7.2 Limitation of Liability. See Section 3.6 (Limited Liability).

7.3 Insurance. The Company shall maintain [TYPE] insurance in commercially reasonable amounts, naming Members and Managers as additional insureds where feasible.

7.4 Force Majeure. No Member or Manager shall be liable for any failure or delay in performance due to acts of God, governmental action, natural disaster, war, terrorism, labor disputes, or other events beyond reasonable control.

8. DISPUTE RESOLUTION

8.1 Governing Law. Tennessee law shall govern all disputes (see Section 1.4).

8.2 Forum Selection. Any action shall be brought exclusively in the [NAME] Tennessee Business Court (or its successor) located in [COUNTY] County, Tennessee.

8.3 Arbitration (Optional).
☐ Adopted – Any dispute shall be resolved by binding arbitration in [CITY], Tennessee pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
☐ Not Adopted

8.4 Jury Trial Waiver (Optional).
☐ Adopted – EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL TO THE EXTENT PERMITTED BY LAW.
☐ Not Adopted

8.5 Injunctive Relief. Notwithstanding Section 8.3, any party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

9. GENERAL PROVISIONS

9.1 Amendments. These Articles may be amended or restated only by filing appropriate documentation with the Tennessee Secretary of State and with the approval thresholds set forth in the Operating Agreement.

9.2 Assignment. No Member may assign or transfer its Membership Interest except as permitted in the Operating Agreement and in compliance with the Act.

9.3 Successors & Assigns. These Articles shall bind and inure to the benefit of the Company’s successors and permitted assigns.

9.4 Severability. If any provision is determined invalid or unenforceable, the remaining provisions shall remain in full force and effect, and any invalid provision shall be reformed to the minimum extent necessary to comply with applicable law.

9.5 Integration. These Articles, together with the Operating Agreement, constitute the entire agreement among the Members with respect to the formation of the Company, superseding all prior discussions and understandings.

9.6 Counterparts. These Articles may be executed in one or more counterparts, each of which shall be deemed an original.

9.7 Electronic Signatures. Electronic signatures shall be deemed original signatures for all purposes under Tenn. Code Ann. §§ 47-10-101 et seq. (Uniform Electronic Transactions Act).

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer(s) have executed these Articles of Organization on the date(s) set forth below.

[OPTIONAL NOTARY BLOCK – only required if company desires notarization for internal records; Tennessee Secretary of State does not require notarization for filing.]
text
STATE OF TENNESSEE )
COUNTY OF [_] )

Subscribed and sworn before me on this ___ day of __, 20, by _________.

Notary Public
My Commission Expires: ____

[// GUIDANCE:
1. Filing. File these Articles (Form SS-4270) online or by mail with the Tennessee Secretary of State. Include the statutory filing fee (presently $50 per Member, minimum $300, maximum $3,000).
2. Operating Agreement. Although not filed, Tennessee strongly encourages adoption of a comprehensive Operating Agreement to supplement these public Articles.
3. Publication. Tennessee imposes no publication requirement; disregard any third-party solicitation.
4. Post-Formation Tasks. Obtain EIN, register for state taxes if applicable, and file the initial annual report by April 1 of the year following formation.
5. Professional Review. Customize placeholders, verify registered agent consent, and confirm tax elections with a qualified tax advisor before filing.
]