ARTICLES OF ORGANIZATION

of

[COMPANY NAME, L.L.C.]
(a Utah Limited Liability Company)

Effective Date: [EFFECTIVE DATE]

[// GUIDANCE: Utah filings may specify a delayed effective date up to 90 days after the Division of Corporations & Commercial Code (“Division”) receives the document. If immediate effectiveness is desired, insert “Upon Filing.”]

TABLE OF CONTENTS

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

I. DOCUMENT HEADER

1. Title. These Articles of Organization (“Articles”) are submitted for filing with the Utah Division of Corporations & Commercial Code pursuant to the Utah Revised Uniform Limited Liability Company Act, Utah Code Ann. § 48-3a-201 et seq. (the “Act”).

2. Recitals.
   A. The undersigned Organizer desires to form a Utah limited liability company under and pursuant to the Act.
   B. The Parties intend that the Company shall be governed by (i) these Articles, (ii) any duly adopted Operating Agreement, and (iii) the Act.

3. Consideration. The Organizer’s execution and filing of these Articles constitute the legal consideration for formation of the Company.

II. DEFINITIONS

For purposes of these Articles, each of the following capitalized terms has the meaning set forth below. Terms used but not defined herein have the meanings assigned by the Act.

“Act” – the Utah Revised Uniform Limited Liability Company Act, Utah Code Ann. § 48-3a-101 et seq., as amended.
“Articles” – these Articles of Organization, as may be amended or restated from time to time.
“Company” – [COMPANY NAME, L.L.C.], a Utah limited liability company formed by these Articles.
“Division” – the Utah Division of Corporations & Commercial Code.
“Member” – any Person admitted as a member of the Company in accordance with the Act and the Operating Agreement.
“Operating Agreement” – one or more written, oral, or implied agreements among the Members per § 48-3a-112 of the Act governing affairs of the Company.
“Organizer” – the Person executing and delivering these Articles to the Division.
“Registered Agent” – the individual or entity appointed in Article III, Section 5 to receive service of process for the Company.

[// GUIDANCE: Add or delete defined terms as appropriate; maintain alphabetical order.]

III. OPERATIVE PROVISIONS (STATUTORY “ARTICLES”)

1. Company Name.
   The name of the limited liability company is [COMPANY NAME, L.L.C.]. The name includes the words/abbreviation required by § 48-3a-108(1) of the Act and is distinguishable from names on the Division’s records.

2. Duration.
   The Company shall exist perpetually unless dissolved in accordance with the Act or the Operating Agreement.

3. Purpose.
   The Company may engage in any lawful activity for which a limited liability company may be organized under Utah law. Specific lines of business may be limited or expanded by Operating Agreement.

4. Principal Office.
   Street Address: [PRINCIPAL STREET ADDRESS, CITY, STATE, ZIP]
   Mailing Address (if different): [MAILING ADDRESS]

5. Registered Agent and Registered Office.
   A. Registered Agent: [REGISTERED AGENT NAME]
   B. Registered Office (Utah street address): [REGISTERED OFFICE STREET ADDRESS, CITY, UT ZIP]
   The Registered Agent has consented to appointment pursuant to § 48-3a-115.

6. Management Structure.
   [ ] Member-Managed  [ ] Manager-Managed
   [// GUIDANCE: Check the applicable box. Utah requires stating whether the LLC is member- or manager-managed (§ 48-3a-201(2)(d)).]
   If Manager-Managed, provide below the name and street address of each initial Manager:
   • [MANAGER NAME & ADDRESS]

7. Initial Members (optional public disclosure).
   [// GUIDANCE: Utah does NOT require listing Members in the public filing. Include only if the client desires public disclosure.]
   • [MEMBER NAME & ADDRESS]

8. Liability Shield.
   Except as expressly agreed in writing or required by the Act, no Member, Manager, or Organizer shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of acting in such capacity.

9. Indemnification of Members and Managers.
   To the fullest extent permitted by the Act and other applicable law, the Company shall indemnify, defend, and hold harmless each Member, Manager, Organizer, officer, or agent (each an “Indemnified Party”) against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to Company affairs, except to the extent resulting from such Indemnified Party’s willful misconduct or knowing violation of law.

10. Limitation of Liability.
    In any proceeding brought by or in the right of the Company, the liability of any Indemnified Party shall be limited to the maximum extent permitted under § 48-3a-409(2) of the Act. Monetary damages for breach of fiduciary duty are further limited to the extent (if any) set forth in the Operating Agreement.

11. Operating Agreement.
    A written Operating Agreement, executed by all Members, shall be adopted within [NUMBER] days following the Effective Date. Until adopted, the default provisions of the Act govern. The Operating Agreement may address, without limitation, capital contributions, allocations, distributions, admission of additional Members, transfer restrictions, dispute resolution, and dissolution procedures.

[// GUIDANCE: While Utah does not require a written Operating Agreement, many banks, investors, and courts prefer one. Insert timeline appropriate for the client.]

12. Publication Requirement.
    Utah law presently imposes no publication requirement for limited liability companies. If future law mandates publication, the Members shall cause timely compliance and may amend these Articles solely to evidence such compliance.

13. Governing Law.
    These Articles and the rights of Members and Managers are governed by Utah law, without regard to conflict-of-laws rules.

14. Forum Selection.
    Any judicial proceeding arising under the Act or these Articles shall be brought exclusively in the Business & Chancery Court Division of the Third Judicial District Court for Salt Lake County, Utah, or such successor specialized business court as may be established (the “Designated Court”).

15. Optional Arbitration.
    The Operating Agreement may provide for binding arbitration of disputes. Unless and until adopted, arbitration is not mandatory.

16. Jury Trial Waiver (Optional).
    The Operating Agreement may include a mutual waiver of jury trial. Absent such agreement, no waiver is effected by these Articles.

17. Injunctive Relief.
    Nothing herein shall limit the right of any Member or Manager to seek provisional or injunctive relief from the Designated Court to prevent irreparable harm.

18. Effective Date and Time.
    These Articles take effect [“upon filing” OR specific date/time] in accordance with § 48-3a-205 of the Act.

19. Organizer.
    The name and mailing address of the Organizer executing these Articles are:
    [ORGANIZER NAME]
    [ORGANIZER MAILING ADDRESS]

IV. REPRESENTATIONS & WARRANTIES

1. Organizer Authority. The Organizer represents that (i) he/she/it has full authority to sign and deliver these Articles, and (ii) all factual statements herein are true and correct to the best of the Organizer’s knowledge.

2. Registered Agent Consent. The Organizer warrants that the Registered Agent named in Article III, Section 5 has executed a written or electronic consent to appointment.

3. Name Availability. The Organizer has performed, or caused to be performed, a reasonable search of the Division’s records and believes the Company name is available.

V. COVENANTS & RESTRICTIONS

1. Annual Report. The Company shall file its annual report and maintain good standing with the Division as required by § 48-3a-211.

2. Compliance. The Company shall obtain all licenses, permits, and registrations necessary to lawfully conduct its business and shall comply with all applicable federal, state, and local laws.

3. Notices. The Company shall promptly notify the Division of any change in its Registered Agent or Registered Office as required by § 48-3a-115.

VI. DEFAULT & REMEDIES

1. Events of Default. The following constitute “Events of Default”:
   a. Failure to file the annual report within the statutory period;
   b. Failure to maintain a Registered Agent or Registered Office in Utah;
   c. Administrative dissolution by the Division;
   d. Any other act or omission specified as a default in the Operating Agreement.

2. Cure Period. Except as otherwise provided in the Act, the Company or the affected Member/Manager shall have 30 days after written notice of default to cure before enforcement action.

3. Remedies. Upon uncured default, any Member or Manager may pursue:
   a. Specific performance or injunctive relief;
   b. Damages to the extent not limited by Article III, Section 10;
   c. Judicial dissolution under § 48-3a-701;
   d. Any additional remedy available at law or in equity.

4. Attorneys’ Fees. The prevailing party in any proceeding to enforce these Articles or the Act shall be entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification. See Article III, Section 9.

2. Limited Liability. See Article III, Section 10.

3. Insurance. The Company shall procure and maintain commercially reasonable liability insurance, including directors & officers (D&O) coverage if manager-managed.

4. Force Majeure. No Member or Manager shall be liable for failure to perform obligations under these Articles where such failure is due to acts of God, war, terrorism, civil unrest, governmental action, epidemics, or other events beyond reasonable control.

VIII. DISPUTE RESOLUTION

1. Governing Law. Utah law governs (see Article III, Section 13).

2. Forum Selection. Exclusive venue lies in the Designated Court (Article III, Section 14).

3. Arbitration. Optional per Article III, Section 15.

4. Jury Waiver. Optional per Article III, Section 16.

5. Injunctive Relief. Preserved per Article III, Section 17.

IX. GENERAL PROVISIONS

1. Amendments. These Articles may be amended or restated only (i) in compliance with § 48-3a-202 and § 48-3a-204, and (ii) upon approval by the percentage of Members (or Managers) specified in the Operating Agreement or, absent such specification, by unanimous consent.

2. Waiver. No waiver of any provision herein shall be effective unless in writing and signed by the waiving party. No waiver shall be deemed a continuing waiver unless expressly stated.

3. Assignment. Rights or obligations under these Articles may not be assigned except as permitted by the Act and the Operating Agreement.

4. Successors. These Articles bind and inure to the benefit of the Company, its Members, Managers, and their respective successors and assigns.

5. Severability. If any provision of these Articles is held unenforceable, the remaining provisions shall be enforced to the fullest extent permitted by law.

6. Integration. These Articles constitute the complete public organic record of the Company and supersede all prior inconsistent statements. The private Operating Agreement (once adopted) shall govern as between the parties to the extent not inconsistent with these Articles or the Act.

7. Counterparts; Electronic Signatures. These Articles may be executed in one or more counterparts, each of which is deemed an original, and all of which constitute one instrument. Electronic signatures are deemed original signatures for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer has duly executed these Articles of Organization on the date set forth below and declares under penalty of perjury that the information contained herein is accurate and complete.
plaintext

[ORGANIZER NAME], Organizer
Date: _________
[// GUIDANCE:
1. Utah does not require notarization for Articles of Organization; notarization is optional.
2. If the Registered Agent signs the same document to evidence consent, insert an additional signature block below.]

plaintext
CONSENT OF REGISTERED AGENT
The undersigned hereby consents to serve as Registered Agent for [COMPANY NAME, L.L.C.].

[REGISTERED AGENT NAME], Registered Agent
Date: _________

[// GUIDANCE:
• File the executed Articles online at https://corporations.utah.gov or by mail to the Division with the required filing fee (currently $54 – verify current fee).
• After filing, retain a stamped copy with the Company records and provide a copy to the Registered Agent.
• Calendar the annual report due date (anniversary of formation) to maintain good standing.
• Proceed to draft and adopt a comprehensive Operating Agreement consistent with these Articles and the metadata preferences (indemnification, limited liability, optional arbitration, etc.).]