STATE OF WASHINGTON
LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION
OF
[LEGAL NAME OF LLC], LLC
(“Company”)

Effective Date: [EFFECTIVE DATE]
Jurisdiction: State of Washington
Statutory Authority: Wash. Rev. Code § 25.15.071 (2023)

[// GUIDANCE: File Sections I-VIII(A) with the WA Secretary of State. Sections VIII(B)-X are internal organizational provisions retained in the Company’s minute book and NOT publicly filed. Delete any provisions the members do not wish to appear in the public record.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
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. Name of Limited Liability Company
   The name of the limited liability company is “[LEGAL NAME OF LLC], LLC.”
   [// GUIDANCE: Must contain “Limited Liability Company,” “LLC,” or “L.L.C.”]

2. Principal Office
   The street and mailing address of the principal office is:
   [STREET ADDRESS], [CITY], Washington [ZIP].

3. Registered Agent & Registered Office
   a. Registered Agent: [NAME OF REGISTERED AGENT].
   b. Street Address of Registered Office (Washington-state physical address required):
   [STREET ADDRESS], [CITY], Washington [ZIP].
   c. Mailing Address (if different): [MAILING ADDRESS].
   d. Consent of Agent: The Registered Agent has executed the attached “Registered Agent Consent” (Attachment A) contemporaneously with these Articles.

4. Effective Date
   These Articles take effect on (check one):
   ☐ The date of filing; OR
   ☐ [DELAYED EFFECTIVE DATE] (not more than 90 days after filing).

5. Duration
   The Company has perpetual existence unless dissolved in accordance with the Act or the Operating Agreement.

II. DEFINITIONS

For purposes of these Articles, capitalized terms have the meanings set out below. Defined terms apply equally to their singular and plural forms.

“Act” means the Washington Limited Liability Company Act, as codified in Title 25.15 of the Revised Code of Washington, as may be amended from time to time.

“Articles” means these Articles of Organization, together with all duly adopted amendments and attachments.

“Company” has the meaning provided in Section I(1).

“Manager” means a Person designated in Section III(4) (or any successor) with authority under the Operating Agreement to manage the Company.

“Member” means a Person admitted as a member of the Company pursuant to the Act and the Operating Agreement.

“Operating Agreement” means the written agreement (and any amendments) governing the Company as contemplated in Section III(7).

“Person” includes any individual or entity recognized under the Act.

[// GUIDANCE: Add additional defined terms as needed to align with the forthcoming Operating Agreement.]

III. OPERATIVE PROVISIONS

1. Purpose
   The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

2. Professional Services (if applicable)
   ☐ Not applicable.
   ☐ The Company is a professional limited liability company (“PLLC”) organized to render the following professional services: [DESCRIBE]. Each Member rendering services is duly licensed in Washington.

3. Limited Liability
   No Member, Manager, or officer shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of acting in such capacity, except as expressly provided by the Act or an enforceable personal guarantee.

4. Management Structure
   Check one (select only one box):
   ☐ Member-Managed LLC. The initial Members and their mailing addresses are:

5. [NAME / ADDRESS]
6. [NAME / ADDRESS]
   ☐ Manager-Managed LLC. The initial Managers and their mailing addresses are:
7. [NAME / ADDRESS]

8. [NAME / ADDRESS]

9. Additional Capital
   The Members are not required to make additional capital contributions except as set forth in the Operating Agreement or a written consent of all Members.

10. Admission of Additional Members
    Additional Members may be admitted only in accordance with the Operating Agreement and the Act.

11. Mandatory Operating Agreement
    a. Requirement. Within thirty (30) days after the Effective Date, the Members shall adopt a written Operating Agreement governing the affairs of the Company and the conduct of its business.
    b. Supremacy. If any provision of the Operating Agreement conflicts with these Articles and the conflict can be resolved under the Act, the Operating Agreement shall control as among the Members; provided, that no Operating Agreement provision may invalidate the limited liability shield or contravene any non-waivable statutory requirement.

12. Amendments to Articles
    These Articles may be amended only by the procedure outlined in the Operating Agreement and in compliance with the Act. Amendments that change any information required by Wash. Rev. Code § 25.15.071 must be filed with the Secretary of State.

IV. REPRESENTATIONS & WARRANTIES

The undersigned Organizer(s) represent and warrant to each other, to the Company, and to any person who later becomes a Member or Manager, that:

1. Authority. Each Organizer has full legal right, power, and authority to execute and deliver these Articles.
2. Accuracy. All information set forth in these Articles is true, complete, and accurate as of the date executed.
3. Enforceability. These Articles constitute the legal, valid, and binding obligation of each Organizer, enforceable in accordance with their terms and the Act.

[// GUIDANCE: These representations provide a recourse basis if a signatory provides false or incomplete formation data.]

V. COVENANTS & RESTRICTIONS

1. Compliance Covenant
   The Company shall comply in all material respects with the Act and all other applicable federal, state, and local laws and regulations.

2. Name Preservation
   The Company shall maintain its legal name or properly file an amendment before using any other name in commerce.

3. Records
   The Company shall keep and maintain at its principal office the records required by the Act, including but not limited to a current list of Members and Managers, copies of tax returns for the preceding three years, and copies of the Operating Agreement and any amendments.

4. Publications/Notices
   No publication of these Articles is required under current Washington law. Should any future statute impose a publication requirement, the Company shall comply within the statutory period.

VI. DEFAULT & REMEDIES

1. Events of Default
   a. Material breach of these Articles or the Operating Agreement;
   b. Failure to satisfy additional capital contribution obligations when due;
   c. Willful misconduct or gross negligence in the management of Company affairs.

2. Notice & Cure
   The non-breaching party shall provide written notice describing the default in reasonable detail. The breaching party has thirty (30) days after receipt of notice to cure the default, unless the Operating Agreement prescribes a different period.

3. Remedies
   Upon an uncured default, the non-breaching party(ies) may pursue any combination of:
   a. Specific performance or injunctive relief;
   b. Expulsion of the breaching Member under the procedures in the Operating Agreement;
   c. Monetary damages, including reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification of Members & Managers
   The Company shall indemnify, defend, and hold harmless each Member and Manager, to the maximum extent permitted by the Act, against any and all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of their status or activities on behalf of the Company, except to the extent such liabilities result from the indemnitee’s (i) willful misconduct, (ii) fraud, or (iii) knowing violation of law.

2. Limitation of Liability
   EXCEPT AS OTHERWISE PROVIDED BY NON-WAIVABLE LAW, THE LIABILITY OF ANY MEMBER OR MANAGER TO THE COMPANY OR THE OTHER MEMBERS OR MANAGERS IS LIMITED TO THE TOTAL AMOUNT OF THE CAPITAL CONTRIBUTIONS ACTUALLY MADE BY SUCH PERSON, OR AS OTHERWISE SET FORTH IN THE OPERATING AGREEMENT.

3. Insurance
   The Company shall, where commercially reasonable, maintain general liability and management liability insurance naming the Members and Managers as additional insureds.

4. Force Majeure
   No Member or Manager shall be liable for any failure or delay in performing its obligations under these Articles or the Operating Agreement that is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, or governmental action.

VIII. DISPUTE RESOLUTION

A. Provisions to be Filed (Public)

1. Governing Law
   These Articles and the rights of the parties are governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-laws rules.

2. Forum Selection
   The parties irrevocably submit to the exclusive jurisdiction of the Washington state business court (or, if no business court exists in the relevant county, the Superior Court of the State of Washington sitting in [COUNTY]), for any proceeding arising out of these Articles that is not subject to arbitration under Section VIII(B)(1).

3. Injunctive Relief
   The court identified in Section VIII(A)(2) shall have authority to grant temporary, preliminary, and permanent injunctive or equitable relief to enforce these Articles.

B. Internal (Non-Filed) Provisions

1. Optional Arbitration
   ☐ Adopted. Any dispute, claim, or controversy arising out of or relating to these Articles or the Operating Agreement shall be resolved by confidential, binding arbitration administered by [ARBITRATION PROVIDER] under its [RULES], conducted in [CITY], Washington. The arbitral award may be entered in any court of competent jurisdiction.
   ☐ Not adopted.

2. Jury Trial Waiver
   ☐ Adopted. The parties knowingly and voluntarily waive any right to a jury trial for any action arising under or relating to these Articles.
   ☐ Not adopted.

IX. GENERAL PROVISIONS

1. Amendments & Waivers
   No amendment or waiver of any provision of these Articles is effective unless in writing and executed by the requisite Members or Managers as specified in the Operating Agreement and, when required under the Act, filed with the Secretary of State.

2. Assignment
   No Member may sell, assign, transfer, pledge, or otherwise dispose of all or any part of its interest in the Company except as allowed in the Operating Agreement and the Act.

3. Successors & Assigns
   These Articles bind and inure to the benefit of the Members and their respective heirs, successors, and permitted assigns.

4. Severability
   If any provision of these Articles is held invalid or unenforceable under applicable law, the remaining provisions remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to achieve its intended purpose.

5. Entire Agreement (Filing Components)
   As between the Company and the State of Washington, these publicly filed Articles constitute the entire statement required by the Act for the formation of the Company.

6. 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 by PDF or other reliable electronic means are deemed original signatures for all purposes.

X. EXECUTION BLOCK

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

[NOTARIZATION]
State of Washington )
County of ____ ) ss.

On this _ day of _, 20__, before me, the undersigned Notary Public, personally appeared ________, known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) who executed the foregoing instrument and acknowledged it to be his/her/their free and voluntary act for the uses and purposes therein mentioned.

Notary Public in and for the State of Washington
My commission expires: ____

ATTACHMENT A

CONSENT TO APPOINTMENT AS REGISTERED AGENT

I, [NAME OF REGISTERED AGENT], hereby consent to serve as the Registered Agent for [LEGAL NAME OF LLC], LLC, as required by the Washington Limited Liability Company Act.

Signature of Registered Agent
Date: ____

[// GUIDANCE:
1. File Sections I – VIII(A) and Attachment A with the Washington Secretary of State (paper or online).
2. Retain Sections VIII(B) – X in the Company minute book.
3. Prepare and adopt a comprehensive Operating Agreement within 30 days.
4. No publication or newspaper notice is currently required in Washington; monitor for future statutory changes.
5. Review for compliance with industry-specific, local, or licensing requirements (e.g., professional licensing boards for PLLCs).]