CERTIFICATE OF FORMATION

(ARTICLES OF ORGANIZATION)

[FULL LEGAL NAME OF LLC]

A Texas Limited Liability Company

[// GUIDANCE: This template is drafted to satisfy the mandatory contents set forth in Tex. Bus. Orgs. Code § 3.005 (West 2023) and to incorporate the additional business, risk-allocation, and dispute-resolution terms requested by the user. Bracketed items must be completed or deleted before filing.]

TABLE OF CONTENTS

1. Document Header
2. Recitals
3. Article I – Definitions
4. Article II – Organizational Matters
5. Article III – Capitalization
6. Article IV – Management & Governance
7. Article V – Representations & Warranties
8. Article VI – Covenants & Restrictions
9. Article VII – Default & Remedies
10. Article VIII – Risk Allocation
11. Article IX – Dispute Resolution
12. Article X – General Provisions
13. Article XI – Execution Block
14. Exhibit A – Consent of Registered Agent
15. Exhibit B – Organizer’s Statement

DOCUMENT HEADER

Effective Date of Filing: [EFFECTIVE DATE]
Filing Jurisdiction: State of Texas
Governing Law: Texas Business Organizations Code (“TBOC”)
Type of Entity: Limited Liability Company (LLC)

RECITALS

A. The Organizer desires to form a limited liability company pursuant to and in accordance with the provisions of the TBOC.
B. The Organizer executes and files these Articles of Organization (the “Certificate”) for such purpose.
C. The members have elected to incorporate enhanced contractual provisions regarding liability limitation, indemnification, and dispute resolution to supplement the statutory defaults.

ARTICLE I – DEFINITIONS

For purposes of this Certificate, capitalized terms have the meanings set forth below. Terms defined in one Section shall have the same meaning when used elsewhere.

“Act” means the Texas Business Organizations Code, as amended.
“Arbitration Rules” means the Commercial Arbitration Rules of the American Arbitration Association in effect at the time a Claim is filed.
“Certificate” has the meaning specified in the Recitals.
“Claim” means any dispute, controversy, or cause of action arising out of or related to Company affairs.
“Company” means [FULL LEGAL NAME OF LLC], the Texas limited liability company formed hereby.
“Manager” means a Person designated to manage the Company under a Manager-managed structure.
“Member” means a Person admitted as a member of the Company in accordance with the Act and the Operating Agreement.
“Operating Agreement” means the written agreement of the Members prepared pursuant to Section 2.08.
“Person” means any individual or entity legally recognized under the Act.

ARTICLE II – ORGANIZATIONAL MATTERS

2.01 Name

The name of the limited liability company is [FULL LEGAL NAME OF LLC] (the “Company”). The name complies with § 5.056 of the Act.

2.02 Type of Filing

This Certificate is filed under TBOC § 3.005 to create a limited liability company.

2.03 Purpose

The Company is organized to engage in any lawful business for which a limited liability company may be organized under the Act, including but not limited to [SPECIFIC BUSINESS PURPOSE, IF ANY].

2.04 Duration

The Company shall have a perpetual existence unless dissolved earlier in accordance with the Act or the Operating Agreement.

2.05 Principal Office

Address: [STREET ADDRESS, CITY, TX ZIP]

2.06 Registered Agent and Registered Office

Registered Agent: [NAME OF AGENT, MUST BE A TEXAS RESIDENT OR TX-QUALIFIED ENTITY]
Registered Office: [STREET ADDRESS, CITY, TX ZIP]
[// GUIDANCE: Confirm the registered office is identical to that on the Secretary of State’s records.]

2.07 Initial Mailing Address

Address for Secretary of State Correspondence: [MAILING ADDRESS]

2.08 Operating Agreement

The Members shall adopt an Operating Agreement, oral or written, within 90 days after the Effective Date. The Operating Agreement shall govern Company affairs to the fullest extent permitted by § 101.052 of the Act.

2.09 Publication Requirement

Texas currently imposes no publication requirement for LLC formation.
[// GUIDANCE: If a future publication mandate arises, insert procedural details here.]

ARTICLE III – CAPITALIZATION

3.01 Initial Capital Contributions

Each Member shall contribute the amount set forth opposite such Member’s name on Schedule 1 attached hereto.

3.02 Additional Contributions

No Member shall be required to make additional capital contributions. Additional contributions may be made with unanimous Member consent.

3.03 Membership Interests

Membership Interests shall be issued in proportion to capital contributions unless otherwise provided in the Operating Agreement.

3.04 Certificates for LLC Interests

Interests may, but need not, be evidenced by certificates. If certificates are issued, they shall bear legends referencing transfer restrictions in Article VI.

ARTICLE IV – MANAGEMENT & GOVERNANCE

4.01 Management Structure

[SELECT ONE]
☐ Member-Managed
☐ Manager-Managed

4.02 Powers and Duties

(a) The Manager(s) or, if Member-managed, the Members, shall have full authority to manage Company business except as limited by the Act or Operating Agreement.
(b) The Manager(s)/Members shall owe fiduciary duties only to the extent not lawfully modified by the Operating Agreement.

4.03 Indemnification of Managers and Members

The Company shall indemnify and hold harmless each Manager and Member to the fullest extent permitted by § 101.401 and Chapter 8 of the Act, subject to the limitations set forth in Article VIII.

4.04 Records; Inspection Rights

Company books, records, and tax returns shall be kept at the principal office and be available for inspection pursuant to §§ 3.151–3.153 of the Act.

ARTICLE V – REPRESENTATIONS & WARRANTIES

Each Organizer and, by executing Exhibit B, each initial Member represents and warrants to the Company and each other Member that:
a. It has full capacity and authority to enter into and perform its obligations under this Certificate.
b. The execution of this Certificate does not violate any agreement to which it is a party.
c. All information provided to the Company is accurate and complete in all material respects.

The foregoing representations survive the Effective Date for two (2) years.

ARTICLE VI – COVENANTS & RESTRICTIONS

6.01 Compliance with Laws – The Company shall comply with all applicable federal, state, and local laws, regulations, and ordinances.
6.02 Transfer Restrictions – No Membership Interest may be sold, pledged, assigned, or otherwise transferred except as permitted under the Operating Agreement and applicable securities laws.
6.03 Confidentiality – Members shall keep Company Confidential Information strictly confidential.
6.04 Non-Competition [OPTIONAL] – A Member shall not compete with the Company within [GEOGRAPHIC SCOPE] for [TIME PERIOD] absent written consent of all other Members.

ARTICLE VII – DEFAULT & REMEDIES

7.01 Events of Default
a. Material breach of Operating Agreement or this Certificate;
b. Failure to make required capital contribution;
c. Bankruptcy or insolvency of a Member;
d. Fraud, gross negligence, or willful misconduct.

7.02 Notice & Cure
Defaulting Member shall have fifteen (15) days after written notice to cure monetary defaults and thirty (30) days to cure non-monetary defaults, unless incapable of cure.

7.03 Remedies
Upon uncured default, the non-defaulting Members may:
a. Purchase the defaulting Member’s Interest at fair market value (minus damages);
b. Offset distributions otherwise payable;
c. Seek injunctive relief;
d. Recover attorneys’ fees and costs.

ARTICLE VIII – RISK ALLOCATION

8.01 Limited Liability

No Member or Manager shall be personally liable for any Company debt, obligation, or liability solely by reason of being or acting as a Member or Manager, except as otherwise provided by the Act.

8.02 Indemnification

The Company shall indemnify each Indemnitee for Losses arising from Company activities to the fullest extent permitted by § 101.401 of the Act, except for acts of fraud, intentional misconduct, or knowing violation of law. Expenses shall be advanced upon receipt of a written undertaking to repay if indemnification is ultimately determined improper.

8.03 Limitation of Liability

The cumulative liability of any Indemnitee to the Company and its Members for damages shall not exceed the aggregate amount of capital actually contributed by such Indemnitee, except to the extent liability may not be limited under applicable law.

8.04 Insurance

The Company shall maintain commercially reasonable general liability and directors & officers insurance naming the Members and Managers as insureds where obtainable at commercially reasonable rates.

8.05 Force Majeure

No Party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, or governmental action, provided prompt notice is given and performance resumes as soon as practicable.

ARTICLE IX – DISPUTE RESOLUTION

9.01 Governing Law

This Certificate, the Operating Agreement, and all Claims shall be governed by the laws of the State of Texas, without regard to conflict-of-law principles.

9.02 Forum Selection

The parties irrevocably submit to the exclusive jurisdiction of the [COUNTY] County Business Court, State of Texas for any Claim not subject to arbitration.

9.03 Arbitration [OPTIONAL]

a. Any Claim, upon the written election of any party, shall be resolved by binding arbitration in [CITY], Texas in accordance with the Arbitration Rules.
b. Judgment on the award may be entered in any court having jurisdiction.
c. Either party may seek provisional injunctive relief from a court of competent jurisdiction to preserve the status quo pending arbitration.

9.04 Jury Trial Waiver [OPTIONAL]

Each party irrevocably waives its right to a trial by jury in any proceeding arising out of Company affairs.

9.05 Attorneys’ Fees

The prevailing party in any Claim shall be entitled to recover reasonable attorneys’ fees, costs, and expenses from the non-prevailing party.

ARTICLE X – GENERAL PROVISIONS

10.01 Amendments – This Certificate may be amended only by (i) filing an instrument of amendment with the Texas Secretary of State and (ii) the affirmative vote of Members holding at least [THRESHOLD]% of the Membership Interests.
10.02 Waivers – No waiver shall be effective unless in writing and signed by the waiving party.
10.03 Assignment – No party may assign its rights or delegate its duties under this Certificate except as expressly permitted herein.
10.04 Successors and Assigns – This Certificate binds and benefits the parties and their respective successors and permitted assigns.
10.05 Severability – If any provision is held unenforceable, the remainder shall be enforced to the maximum extent permissible.
10.06 Entire Agreement – This Certificate, together with the Operating Agreement, constitutes the entire agreement among the parties concerning the formation of the Company.
10.07 Counterparts – This Certificate may be executed in counterparts, each of which is deemed an original.
10.08 Electronic Signatures – Signatures transmitted by facsimile, PDF, or similar technology shall be deemed original signatures for all purposes.

ARTICLE XI – EXECUTION BLOCK

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

EXHIBIT A – CONSENT OF REGISTERED AGENT

I, [NAME OF REGISTERED AGENT], hereby consent to serve as the registered agent for service of process for [FULL LEGAL NAME OF LLC] as required by the Texas Business Organizations Code.

EXHIBIT B – ORGANIZER’S STATEMENT

The undersigned Organizer affirms that the information contained in the foregoing Certificate is true and correct to the best of the Organizer’s knowledge and belief, and that the undersigned has the requisite authority to sign and file this instrument.

[// GUIDANCE:
1. File the executed Certificate with the Texas Secretary of State, pay the current filing fee, and request a file-stamped copy.
2. Prepare and adopt the Operating Agreement immediately thereafter.
3. Obtain an EIN from the IRS and file for any required state or local tax permits.
4. Maintain the Company’s records book with this Certificate, the Operating Agreement, minutes, and membership ledger.
5. Update insurance policies to include the newly-formed LLC and the indemnified parties.]