ARTICLES OF ORGANIZATION

of

[LLC_NAME], a Vermont Limited Liability Company

Drafted for compliance with 11 V.S.A. ch. 21 (the “Vermont LLC Act”) and suitable for immediate filing with the Vermont Secretary of State.

[// GUIDANCE: Delete all bracketed guidance comments before filing. Replace every [PLACEHOLDER] with the appropriate factual information. Consult local counsel if you modify any statutory references or add non-standard provisions.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative 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] (the “Company”).

1.2 Effective Date. These Articles of Organization (these “Articles”) become effective on the later of (a) the date of filing with the Vermont Secretary of State or (b) [EFFECTIVE_DATE], pursuant to 11 V.S.A. § 4005(c).

1.3 Jurisdiction. The Company is organized under the laws of the State of Vermont.

1.4 Recitals.
(a) The undersigned Organizer desires to form a Vermont limited liability company in accordance with the Vermont LLC Act; and
(b) The Organizer adopts these Articles to set forth the Company’s initial governing provisions and such other matters permitted under 11 V.S.A. § 4005(b)(7).

2. DEFINITIONS

For purposes of these Articles, the following terms have the meanings set forth below. Capitalized terms not defined in this Section have the meanings ascribed elsewhere in these Articles or in the Vermont LLC Act.

“Act” means the Vermont LLC Act, 11 V.S.A. ch. 21, as amended from time to time.

“Articles” has the meaning set forth in Section 1.2.

“Company” means [LLC_NAME].

“Indemnitee” means any Person entitled to indemnification under Section 7.1.

“Manager” means each Person designated as a manager of the Company in accordance with Section 3.5.

“Member” means each Person listed on the Company’s records as a member within the meaning of 11 V.S.A. § 4001(15).

“Operating Agreement” means the written or oral agreement of the Members concerning the affairs of the Company and the conduct of its business, as permitted under 11 V.S.A. § 4003.

“Person” has the meaning given in 11 V.S.A. § 4001(18).

3. OPERATIVE PROVISIONS

3.1 Name. The name of the Company is [LLC_NAME]. The name complies with 11 V.S.A. § 4003.

3.2 Duration. The Company’s existence is [PERPETUAL / until __ , 20].

3.3 Purpose. The Company may engage in any lawful business for which a limited liability company may be formed under the Act, including [BUSINESS_PURPOSE], and any other activities incidental or ancillary thereto.

3.4 Principal Office. [PRINCIPAL_OFFICE_ADDRESS].

3.5 Management Structure. The Company is [MEMBER-MANAGED / MANAGER-MANAGED].
[// GUIDANCE: If MANAGER-MANAGED, identify initial Manager(s) below; if MEMBER-MANAGED, delete (b).]
(a) Member-Managed. Each Member has authority to act for the Company, subject to the Operating Agreement.
(b) Manager-Managed. The initial Manager(s) are:
• [MANAGER_NAME 1], address [ADDRESS]
• [MANAGER_NAME 2], address [ADDRESS]

3.6 Registered Agent and Registered Office.
(a) Registered Agent: [REGISTERED_AGENT_NAME].
(b) Registered Office: [REGISTERED_AGENT_ADDRESS].

3.7 Admission of Members. The initial Member(s) are listed in the Company’s records. Admission of additional Members requires unanimous written consent unless otherwise provided in the Operating Agreement.

3.8 Capital Contributions. As set forth in the Company’s books and Operating Agreement.

3.9 Operating Agreement. The Members shall adopt an Operating Agreement compliant with 11 V.S.A. § 4003. [// GUIDANCE: Vermont does not mandate a written OA, but a written document is strongly advised.]

3.10 Other Matters. Pursuant to 11 V.S.A. § 4005(b)(7), the balance of these Articles contains optional provisions to clarify rights and limit liability.

4. REPRESENTATIONS & WARRANTIES

4.1 Organizer Representation. The Organizer represents that:
(a) The information in these Articles is accurate and complete.
(b) The Organizer has authority to file these Articles.

4.2 Member/Manager Representations (Deemed). Upon admission, each Member and Manager is deemed to represent that such Person:
(a) Has full power and authority to become a Member or Manager;
(b) Is not prohibited from participating by any agreement, order, or law; and
(c) Has reviewed and agrees to be bound by these Articles and the Operating Agreement.

4.3 Survival. The representations in this Article survive formation of the Company and continue until waived in writing by the affected parties.

5. COVENANTS & RESTRICTIONS

5.1 Compliance Covenant. The Company shall comply with all applicable federal, state, and local laws, including licensing and tax obligations.

5.2 Books and Records. The Company shall maintain complete books and records at its principal office as required by 11 V.S.A. § 4091.

5.3 Restriction on Transfers. Membership interests may not be transferred, assigned, or encumbered except as expressly permitted in the Operating Agreement or with unanimous Member consent.

5.4 Annual Report. The Company shall file its Vermont annual report and pay all required fees pursuant to 11 V.S.A. § 4033.

5.5 Publication Requirement. Vermont currently imposes no publication obligation for LLC formation. [// GUIDANCE: Include only if a client mistakenly expects NY-style publication.]

6. DEFAULT & REMEDIES

6.1 Events of Default. Each of the following constitutes an “Event of Default”:
(a) Material breach of these Articles or the Operating Agreement;
(b) Willful misconduct or gross negligence in the conduct of Company business;
(c) Bankruptcy or insolvency of a Member or Manager;
(d) Judicial determination of incapacity of a Member or Manager.

6.2 Notice & Cure. The non-defaulting parties must give written notice specifying the Event of Default. The defaulting party has 30 days to cure, unless the Operating Agreement provides otherwise.

6.3 Remedies. Upon uncured default, the non-defaulting parties may:
(a) Seek specific performance or injunctive relief;
(b) Pursue damages to the extent not limited in Section 7.2;
(c) Proceed with a buy-out of the defaulting Member’s interest under the Operating Agreement;
(d) Dissolve the Company under 11 V.S.A. § 4108, if applicable; and
(e) Recover reasonable attorney fees and costs.

7. RISK ALLOCATION

7.1 Indemnification. The Company shall indemnify and hold harmless each Indemnitee (including Members, Managers, officers, employees, and agents) to the fullest extent permitted under 11 V.S.A. § 4055 against any claim, loss, or liability incurred in connection with the Company, except to the extent resulting from the Indemnitee’s fraud, willful misconduct, or knowing violation of law.

7.2 Limitation of Liability. No Member or Manager is personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member or Manager, as provided in 11 V.S.A. § 4043.

7.3 Insurance. The Company may purchase and maintain insurance on behalf of any Indemnitee against any liability asserted, regardless of whether the Company would have the power to indemnify such Person under Section 7.1.

7.4 Force Majeure. No party is liable for delays or failures in performance caused by acts of God, government action, pandemic, or other events beyond reasonable control, provided that the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law. These Articles and any dispute arising hereunder are governed by Vermont law.

8.2 Forum Selection. Any suit, action, or proceeding arising out of or relating to Company matters shall be brought exclusively in the Vermont Superior Court, Business Division (or any successor “state_business_court”).

8.3 Arbitration. [CHECK ONE]
☐ Mandatory Arbitration. All disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
☐ Optional Arbitration. Parties may mutually agree in writing to submit a dispute to arbitration.
☐ No Arbitration.

8.4 Jury Trial Waiver. [INCLUDE / OMIT] Each party knowingly and voluntarily waives its right to a jury trial for any dispute arising out of Company affairs.

8.5 Injunctive Relief. Nothing in these Articles restricts a party’s right to seek temporary, preliminary, or permanent injunctive relief in accordance with applicable law.

9. GENERAL PROVISIONS

9.1 Amendments. These Articles may be amended or restated only by filing an amendment with the Vermont Secretary of State in accordance with 11 V.S.A. § 4005(f) and as otherwise required by the Operating Agreement.

9.2 Waiver. Any waiver must be in writing and signed by the waiving party. No waiver constitutes a continuing waiver except as expressly provided.

9.3 Assignment. Rights or obligations under these Articles may not be assigned except as permitted in Section 5.3.

9.4 Successors & Assigns. These Articles bind and inure to the benefit of the parties’ successors and permitted assigns.

9.5 Severability. If any provision of these Articles is held unenforceable, the remainder shall be enforced to the fullest extent permitted by law, and the unenforceable provision shall be reformed to achieve its intent.

9.6 Integration. These Articles, together with the Operating Agreement and any schedules or written consents, constitute the entire agreement among the parties with respect to the formation of the Company.

9.7 Counterparts; Electronic Signature. These Articles may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered electronically or by facsimile are effective.

10. EXECUTION BLOCK

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

[// GUIDANCE: Vermont does not mandate notarization for LLC articles, but individual County recording offices may have separate requirements for real estate filings. Obtain notarization if desired for external purposes.]

CONSENT OF INITIAL MEMBER(S)

The undersigned, constituting all of the initial Member(s) of the Company, hereby approve and adopt these Articles of Organization and consent to their filing.

[// GUIDANCE: File the executed document (without guidance comments) online through the Vermont Secretary of State’s Corporations Division portal or by mailing the required filing fee and one signed original to:
Vermont Secretary of State
Corporations Division
128 State Street
Montpelier, VT 05633-1104.]