COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

ARTICLES OF ORGANIZATION

OF [LEGAL NAME OF LLC]

[// GUIDANCE: File ONE (1) executed original with the Virginia State Corporation Commission (“SCC”), together with the requisite filing fee. The SCC will return a date-stamped copy for your records.]

TABLE OF CONTENTS

1. Document Header & Recitals
2. Article I – Name
3. Article II – Principal Office
4. Article III – Registered Agent & Registered Office
5. Article IV – Duration
6. Article V – Purpose
7. Article VI – Management Structure
8. Article VII – Limited Liability of Members & Managers
9. Article VIII – Indemnification
10. Article IX – Operating Agreement Acknowledgement
11. Article X – Limitation of Liability & Exculpation
12. Article XI – Effective Date
13. Article XII – Organizer Execution
14. Attachment A – Optional Internal Provisions (Not Required for Filing)

DOCUMENT HEADER & RECITALS

This instrument (the “Articles”) is executed pursuant to, and is to be filed with, the Virginia State Corporation Commission in accordance with the Virginia Limited Liability Company Act, Va. Code Ann. § 13.1-1011 et seq. (the “Act”).

WHEREAS, the undersigned Organizer desires to form a Virginia limited liability company for the lawful purposes stated herein;
NOW, THEREFORE, the Organizer hereby sets forth the following Articles of Organization:

ARTICLE I – NAME

The name of the limited liability company (the “Company”) shall be:
[FULL LEGAL NAME OF LLC]
[// GUIDANCE: Name must contain “Limited Liability Company,” “L.L.C.,” or “LLC” and be distinguishable on the SCC’s records.]

ARTICLE II – PRINCIPAL OFFICE

The address of the Company’s principal office in Virginia, where the records required to be kept under the Act will be maintained, is:
[STREET ADDRESS]
[CITY], Virginia [ZIP]

ARTICLE III – REGISTERED AGENT & REGISTERED OFFICE

A. Registered Agent. The Company’s registered agent (the “Registered Agent”) is [NAME OF REGISTERED AGENT], who is:
1. ☐ An individual resident of Virginia who is a member or manager of the Company;
2. ☐ An officer or director of a corporation that is a member or manager of the Company;
3. ☐ A member of the Virginia State Bar; OR
4. ☐ A Virginia domestic business entity authorized to transact business in Virginia.

B. Registered Office. The Registered Agent’s business address, identical to the Registered Office, is:
[STREET ADDRESS]
[CITY], Virginia [ZIP]
and is located in the County/City of [COUNTY/CITY].

[// GUIDANCE: Ensure the Registered Agent signs the SCC’s separate consent form if required.]

ARTICLE IV – DURATION

The Company shall exist in perpetuity unless dissolved in accordance with the Act and any Operating Agreement of the Company.

ARTICLE V – 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.
[// GUIDANCE: Insert any industry-specific or regulatory limitations if applicable (e.g., professional LLC requirements).]

ARTICLE VI – MANAGEMENT STRUCTURE

A. Management of the Company shall be:
1. ☐ Member-Managed – Management and control of the business and affairs of the Company shall be vested in its Members.
2. ☐ Manager-Managed – Management and control of the business and affairs of the Company shall be vested in one or more Managers appointed pursuant to the Operating Agreement.

B. The names and business addresses of the initial [Members / Managers] are:
• [NAME], [ADDRESS]
• [NAME], [ADDRESS]

[// GUIDANCE: For Manager-Managed LLCs, list only Managers here; Members may be listed in a separate Schedule kept with the Operating Agreement.]

ARTICLE VII – LIMITED LIABILITY OF MEMBERS & MANAGERS

Pursuant to Va. Code Ann. § 13.1-1019, no Member, Manager, or other person shall be obligated personally for any debt, obligation, or liability of the Company solely by reason of being a Member or acting as a Manager.

ARTICLE VIII – INDEMNIFICATION

To the fullest extent permitted by the Act, the Company shall indemnify and hold harmless any Member, Manager, officer, employee, or agent (each, an “Indemnitee”) from and against any and all claims, liabilities, and expenses, including reasonable attorneys’ fees, arising out of or related to the Indemnitee’s status or activities on behalf of the Company, except to the extent the act or omission constituted willful misconduct or a knowing violation of the law.

ARTICLE IX – OPERATING AGREEMENT ACKNOWLEDGEMENT

The Members have entered, or intend to enter, into a written Operating Agreement (the “Operating Agreement”) to govern the internal affairs of the Company and the conduct of its business. The Operating Agreement may contain provisions that supplement or vary the terms hereof in any manner not inconsistent with the Act.

[// GUIDANCE: Virginia does not require the Operating Agreement to be filed with the SCC. Maintain the Operating Agreement as a private document.]

ARTICLE X – LIMITATION OF LIABILITY & EXCULPATION

Except as otherwise provided in the Act or the Operating Agreement, no Member or Manager shall be liable for monetary damages to the Company or its Members for any action taken in good faith reliance on the provisions of these Articles, the Operating Agreement, or the Act.

ARTICLE XI – EFFECTIVE DATE

These Articles shall become effective:
☐ Upon issuance of a Certificate of Organization by the SCC OR
☐ At _:_ [AM/PM] on [MONTH] [DAY], [YEAR] (not to exceed 90 days after filing).

ARTICLE XII – ORGANIZER EXECUTION

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

[// GUIDANCE: Only one Organizer is required, but multiple Organizers may sign. Signatures need not be notarized for SCC filing purposes.]

ATTACHMENT A

OPTIONAL INTERNAL PROVISIONS

(NOT REQUIRED FOR FILING WITH THE SCC – RETAIN WITH COMPANY RECORD BOOK)

[// GUIDANCE: The following supplemental provisions are included to satisfy advanced risk-management preferences. Delete, tailor, or relocate to the Operating Agreement as counsel deems appropriate. If filed, remember they become public record and generally cannot conflict with the Act or public policy.]

A-1. DEFINITIONS

“Act” – The Virginia Limited Liability Company Act, Va. Code Ann. § 13.1-1000 et seq.
“Business Court” – The Circuit Court of the [CITY/COUNTY] of __, Business Court Docket, or any successor specialized business forum established under Virginia law.
“Company” – [LEGAL NAME OF LLC].
“Member(s)” – The person(s) identified in the Company’s Membership Register, as amended from time to time.
“Operating Agreement” – The written agreement of the Members governing the internal affairs of the Company.
…
[Add additional defined terms alphabetically as needed.]

A-2. OPERATIVE PROVISIONS

1. Capital Contributions; Additional Capital Calls – [INSERT LANGUAGE OR “N/A”].
2. Allocation of Profits and Losses – [INSERT LANGUAGE referencing IRC § 704(b) allocations].
3. Distributions – [SPECIFY periodic or discretionary distributions; waterfall mechanics].
4. Books & Records – Maintained in accordance with U.S. GAAP; fiscal year ending __.

A-3. REPRESENTATIONS & WARRANTIES

Each Member represents and warrants that:
a. The Member has full power and authority to execute and deliver the Operating Agreement and to perform its obligations thereunder;
b. The Member’s interest is being acquired for investment and not with a view to resale in violation of applicable securities laws; and
c. The funds used for any capital contribution are not derived from any unlawful activity.

A-4. COVENANTS & RESTRICTIONS

1. Non-Competition – [OPTIONAL: INSERT or “Reserved”].
2. Confidentiality – Members shall keep confidential proprietary information of the Company during and after membership.
3. Tax Election – The Members covenant to make a default federal partnership tax classification unless otherwise elected.

A-5. DEFAULT & REMEDIES

Events of Default include, without limitation:
a. Failure to satisfy a duly-noticed capital call within thirty (30) days;
b. Breach of any material covenant not cured within fifteen (15) days after notice;
c. Commencement of bankruptcy or similar proceedings.

Remedies for Default may include suspension of voting rights, forced sale of the defaulting Member’s interest, or judicial remedies under the Act.

A-6. RISK ALLOCATION

1. Indemnification – As set forth in Article VIII above, supplemented by the Operating Agreement.
2. Limitation of Liability – No Member shall be liable in excess of the amount of its agreed capital contribution, except for acts involving fraud, willful misconduct, or knowing violation of law.
3. Insurance – The Company shall maintain general liability and D&O (or equivalent) policies with minimum limits of $__ per occurrence.

A-7. DISPUTE RESOLUTION

a. Governing Law – These Articles and any dispute arising hereunder shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-laws principles.
b. Forum Selection – Any action shall be brought exclusively in the Business Court (as defined herein).
c. Optional Arbitration – ☐ Adopted / ☐ Rejected. If adopted, disputes shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association.
d. Jury Waiver – ☐ Adopted / ☐ Rejected. If adopted, the parties waive the right to trial by jury in any litigation.
e. Injunctive Relief – Nothing herein shall impair a party’s right to seek temporary, preliminary, or permanent injunctive relief in aid of arbitration or to prevent irreparable harm.

A-8. GENERAL PROVISIONS

1. Amendments – These Articles may be amended only by filing Articles of Amendment with the SCC and as otherwise permitted by the Act.
2. Severability – If any provision is determined invalid under applicable law, such provision shall be reformed to the minimum extent necessary; the remaining provisions shall continue in full force and effect.
3. Entire Agreement – These Articles and any Operating Agreement constitute the entire understanding among the Members concerning the subject matter herein.
4. Counterparts & Electronic Signatures – These Articles may be executed in counterparts and by electronic means, each of which shall be deemed an original.

A-9. EXECUTION BLOCK

[// GUIDANCE: Use this internal execution block for Attachment A if you elect to have Members acknowledge these optional provisions.]

STATE-SPECIFIC NOTES

1. Formation Requirements: Set forth in the Act and fully satisfied by Articles I–XII above.
2. Publication Requirements: None. Virginia does not require publication of formation.
3. Operating Agreement Mandates: While Virginia does not obligate an LLC to have a written Operating Agreement, having one is strongly recommended for evidentiary certainty and to override undesirable statutory defaults.

END OF TEMPLATE