ARTICLES OF ORGANIZATION

of [COMPANY NAME], LLC

(A West Virginia Limited Liability Company)

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. Document Title: Articles of Organization of [COMPANY NAME], LLC
2. Organizers: [ORGANIZER 1 NAME], [ORGANIZER 2 NAME] (collectively, the “Organizers”).
3. Effective Date: [EFFECTIVE DATE] (“Effective Date”).
4. Jurisdiction: State of West Virginia (“State”).
5. Recitals
   5.1 The Organizers desire to form a limited liability company pursuant to the West Virginia limited liability company statute (the “Act”).
   5.2 These Articles of Organization (these “Articles”) are executed for filing with the West Virginia Secretary of State to accomplish that purpose.

II. DEFINITIONS

For purposes of these Articles, the following capitalized terms have the meanings set forth below. Terms defined in this Section are intended to be used consistently throughout these Articles and any Operating Agreement.

“Act” – the West Virginia limited liability company statute, as amended from time to time.
“Articles” – these Articles of Organization, including all amendments and restatements.
“Business Court” – the West Virginia Business Court Division, or any successor thereto.
“Company” – [COMPANY NAME], LLC, formed under these Articles.
“Manager” – any Person designated as a manager of the Company in accordance with Section III.3.
“Member” – each Person admitted as a member of the Company pursuant to the Operating Agreement.
“Operating Agreement” – the written agreement of the Members governing the business and affairs of the Company.
“Organizers” – the Persons executing and filing these Articles.
“Person” – an individual, corporation, partnership, limited liability company, trust, estate, unincorporated organization, or any other entity.
“Registered Agent” – the individual or entity appointed under Section III.2 to receive service of process on behalf of the Company.

[// GUIDANCE: Add any additional defined terms relevant to a specialized business model.]

III. OPERATIVE PROVISIONS

1. Name

The legal name of the limited liability company is [COMPANY NAME], LLC (the “Company”). The Company shall conduct its business under this name unless changed in accordance with the Act.

2. Principal Office; Registered Agent

2.1 Principal Office: [STREET ADDRESS], [CITY], West Virginia [ZIP].
2.2 Registered Office: [REGISTERED OFFICE ADDRESS], [CITY], West Virginia [ZIP].
2.3 Registered Agent: [REGISTERED AGENT NAME], who has consented to serve in such capacity.

3. Management

3.1 Management Structure: The Company shall be (select one)
  □ Member-managed  □ Manager-managed
[// GUIDANCE: Check the desired structure and delete the other box.]

3.2 Authority
(a) If member-managed, each Member has authority to bind the Company under the Act.
(b) If manager-managed, only the Manager(s) have such authority, and Members acting solely in their capacity as Members do not have authority to bind the Company.

3.3 Designation of Initial Manager(s) (if applicable): [MANAGER NAME(S)].

4. Purpose

The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be formed under the Act and to do all things necessary, convenient, or incidental thereto.

5. Duration

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

6. Limited Liability

No Member, Manager, or Organizer shall be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a Member, Manager, or Organizer.

7. Capital Contributions & Membership Interests

The amount and form of initial capital contributions, the allocation of profits and losses, and the issuance and transfer of membership interests shall be as set forth in the Operating Agreement.

8. Indemnification

The Company shall indemnify and hold harmless its Members, Managers, Organizers, and their respective affiliates to the fullest extent permitted by law, subject to the limitations and procedures set forth in the Operating Agreement.

9. Publication (If Required)

9.1 Publication Notice: If publication of formation is or becomes required under State law, the Company shall cause notice of its formation to be published in a qualified newspaper once a week for [NUMBER] consecutive weeks.
9.2 Affidavit of Publication: An affidavit evidencing such publication shall be filed with the Secretary of State promptly after completion.
[// GUIDANCE: As of this drafting, West Virginia does not impose a publication requirement. Retain this section only if present or future legislation imposes such a mandate.]

10. Operating Agreement

10.1 Adoption: The initial Operating Agreement shall be executed by the Members on or before the Effective Date.
10.2 Supremacy: In the event of a conflict between these Articles and the Operating Agreement, the Operating Agreement shall control to the maximum extent permitted by the Act.

11. Amendments

These Articles may be amended or restated as provided in the Act and the Operating Agreement.

IV. REPRESENTATIONS & WARRANTIES

Each Organizer represents and warrants to the Company and to each other Organizer that:
1. The Organizer has full power and authority to execute and file these Articles.
2. All information contained herein is true, correct, and complete to the best of the Organizer’s knowledge.
3. Execution of these Articles does not violate any agreement to which the Organizer is a party.

[// GUIDANCE: Representations create potential liability for inaccuracies; do not delete without client approval.]

V. COVENANTS & RESTRICTIONS

1. Maintenance of Registered Office/Agent: The Company shall continuously maintain a registered office and Registered Agent in the State.
2. Annual Filings: The Company shall file all annual reports and pay all fees required by the Secretary of State.
3. Compliance with Law: The Company shall at all times operate in compliance with applicable federal, state, and local laws.

VI. DEFAULT & REMEDIES

1. Events of Default
   (a) Failure to maintain a Registered Agent for a period of 60 days.
   (b) Failure to file required annual reports within the time prescribed by law.
2. Notice & Cure: The Secretary of State or any Member may provide written notice of default. The Company shall have 30 days to cure the default before additional remedies accrue.
3. Remedies
   (a) Administrative dissolution by the Secretary of State.
   (b) Action by Members or Managers to appoint a successor Registered Agent.
   (c) Recovery of fees, costs, and expenses, including reasonable attorneys’ fees, incurred in enforcing these Articles.

VII. RISK ALLOCATION

1. Indemnification: See Section III.8.
2. Limitation of Liability: See Section III.6.
3. Insurance: The Company shall obtain and maintain such insurance as the Members or Managers deem appropriate, including but not limited to general liability and directors & officers (D&O) coverage.
4. Force Majeure: The Company shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, pandemic, governmental action, or other similar events.

VIII. DISPUTE RESOLUTION

1. Governing Law: These Articles and the rights of the parties shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to its conflict-of-laws principles.
2. Forum Selection: Any action or proceeding arising out of these Articles shall be brought exclusively in the West Virginia Business Court Division (or, if jurisdiction is unavailable, in the appropriate state court located in [COUNTY], West Virginia).
3. Arbitration (Optional)
   □ The parties agree that any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
   □ [CHECK IF APPLICABLE]
4. Jury Waiver (Optional)
   □ Each party irrevocably waives its right to a trial by jury in any legal proceeding arising out of these Articles.
   □ [CHECK IF APPLICABLE]
5. Injunctive Relief: Nothing herein shall limit the right of any party to seek provisional or injunctive relief in a court of competent jurisdiction to preserve the status quo or prevent irreparable harm.

IX. GENERAL PROVISIONS

1. Amendment & Waiver: Except as otherwise provided by the Act, these Articles may be amended only by filing an amendment with the Secretary of State and with the approval required by the Operating Agreement. No waiver of any provision shall be effective unless in writing and signed by the waiving party.
2. Assignment: Rights under these Articles are not assignable except as permitted by the Act and the Operating Agreement.
3. Successors & Assigns: These Articles shall be binding upon and inure to the benefit of the Company and its successors and permitted assigns.
4. Severability: If any provision of these Articles is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
5. Integration/Merger: These Articles, together with the Operating Agreement, constitute the entire agreement of the Organizers and Members with respect to formation of the Company.
6. Counterparts: These Articles may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.
7. Electronic Signatures: Signatures delivered by electronic means (including PDF and verified digital signature) shall be deemed original signatures for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizers have executed these Articles of Organization on the dates set forth below.

CONSENT OF REGISTERED AGENT

I, [REGISTERED AGENT NAME], hereby consent to serve as Registered Agent for service of process for [COMPANY NAME], LLC.

[REGISTERED AGENT NAME]
Date: ____

NOTARY ACKNOWLEDGMENT (if required)

State of West Virginia )
County of _______)

On this ___ day of ____, 20__, before me, the undersigned notary public, personally appeared the above-named individual(s), known or proven to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged that he/she/they executed the same for the purposes therein contained.

Notary Public
My Commission Expires: ____

[// GUIDANCE:
1. File the executed Articles with the West Virginia Secretary of State and pay the applicable filing fee.
2. Retain a certified copy for the Company’s records.
3. Draft and execute the Operating Agreement immediately after formation.
4. Calendar annual report and tax deadlines to maintain good standing.
5. Confirm whether any local business license or publication requirement applies to the Company’s specific industry or location.
]