ARTICLES OF ORGANIZATION

of

[LLC_NAME], a Wyoming Limited Liability Company

[// GUIDANCE: These Articles are drafted to satisfy the public–filing requirements of Wyo. Stat. Ann. § 17-29-201 and to incorporate expanded internal governance provisions requested by sophisticated clients. Sections I–III constitute the “Public Filing Portion” customarily filed with the Wyoming Secretary of State. Sections IV–X are “Internal Organizational Provisions” that do not need to be filed but may, if the organizers wish, be included in the same instrument for convenience. Practitioners may detach Sections IV–X and instead place them in an Operating Agreement.]

TABLE OF CONTENTS

I. Document Header (Public Filing Portion)
II. Publicly Filed Articles of Organization
III. Statement of Compliance & Effectiveness
IV. Definitions (Internal)
V. Operative Provisions
VI. Representations & Warranties
VII. Covenants & Restrictions
VIII. Default & Remedies
IX. Risk Allocation
X. Dispute Resolution
XI. General Provisions
XII. Execution Block

I. DOCUMENT HEADER (PUBLIC FILING PORTION)

1. Name of Limited Liability Company
   The name of the limited liability company is [LLC_NAME] (the “Company”). The name shall contain the words “Limited Liability Company,” “Limited Company,” or the abbreviations “L.L.C.,” “LLC,” “L.C.” or “LC,” as required by Wyo. Stat. Ann. § 17-29-108.

2. Principal Office
   Street Address: [PRINCIPAL_OFFICE_STREET_ADDRESS], [City], Wyoming [ZIP]
   Mailing Address (if different): [PRINCIPAL_OFFICE_MAILING_ADDRESS]

3. Registered Agent & Registered Office
   a. Registered Agent: [REGISTERED_AGENT_NAME]
   b. Physical Address: [REGISTERED_AGENT_PHYSICAL_ADDRESS], [City], Wyoming [ZIP]
   c. Mailing Address (if different): [REGISTERED_AGENT_MAILING_ADDRESS]

4. Management Structure
   The Company is ☐ Member-Managed ☐ Manager-Managed.
   [Check one and delete the other.]

5. Duration
   The Company shall continue in perpetuity unless dissolved in accordance with these Articles or the Wyoming Limited Liability Company Act (the “Act”).

6. Purpose
   The Company may engage in any lawful act or activity for which a limited liability company may be organized under Wyoming law.

7. Organizer(s)
   Name(s) and address(es):
   • [ORGANIZER_1_NAME], [ADDRESS]
   • [ORGANIZER_2_NAME], [ADDRESS] (add if applicable)

8. Effective Date
   These Articles shall become effective on [EFFECTIVE_DATE] (not to exceed 90 days after filing) pursuant to Wyo. Stat. Ann. § 17-29-205(c).

II. PUBLICLY FILED ARTICLES OF ORGANIZATION (REQUIRED MINIMUM CONTENT)

A. Required Statements
The foregoing Items 1-8 satisfy the minimum statutory content of articles of organization under Wyo. Stat. Ann. § 17-29-201(b).

B. Optional Additional Public Provisions
1. Limitation of Member Liability
No member, manager, or organizer shall have personal liability for the debts, obligations, or liabilities of the Company solely by reason of being or acting as a member, manager, or organizer, except as otherwise provided in the Act or these Articles.
2. Indemnification
The Company shall indemnify and hold harmless each member, manager, or organizer to the fullest extent permitted by the Act, subject to the limitations set forth in Section IX below.

[// GUIDANCE: Some practitioners prefer to omit indemnity and liability disclaimers from the public record; delete Item B or relocate it to the Operating Agreement if privacy is desired.]

III. STATEMENT OF COMPLIANCE & EFFECTIVENESS

The undersigned Organizer(s) hereby declare under penalty of perjury that the information contained herein is accurate and complete, that the Registered Agent has consented to appointment, and that the Company’s formation complies with all applicable provisions of the Act.

IV. DEFINITIONS (INTERNAL ORGANIZATIONAL PROVISIONS)

For purposes of Sections IV–XI of these Articles (the “Internal Provisions”), the following terms have the meanings set forth below. Defined terms appear in bold-italic when used herein.

1. “Act” – The Wyoming Limited Liability Company Act, Wyo. Stat. Ann. §§ 17-29-101 et seq., as amended.
2. “Articles” – Collectively, the Public Filing Portion and these Internal Provisions, as each may be amended from time to time.
3. “Business Court” – The District Court of the State of Wyoming, ___ County, Business Division, or any successor specialized business docket.
4. “Company” – [LLC_NAME], the Wyoming limited liability company formed hereby.
5. “Effective Date” – The date specified in Section I.8.
6. “Indemnitee” – Each person entitled to indemnification under Section IX.1.
7. “Manager” – The person(s) designated in the Company’s records to manage the Company if Manager-Managed.
8. “Member” – Each person admitted as a member of the Company in accordance with the Act and these Articles.
9. “Operating Agreement” – The written agreement (if any) among the Members concerning the affairs of the Company and the conduct of its business.
10. “Required Majority” – Members owning more than fifty percent (50 %) of the Percentage Interests then outstanding, unless otherwise expressly provided.

[// GUIDANCE: Expand or modify the Definitions Section as needed to align with your Operating Agreement.]

V. OPERATIVE PROVISIONS

5.1 Admission of Initial Members
The following persons are admitted as initial Members effective as of the Effective Date with the Percentage Interests and capital contributions set forth on Schedule A: [MEMBER_NAME(S) & PERCENTAGE(S)].

5.2 Capital Contributions
a. Initial Contributions: As reflected on Schedule A.
b. Additional Contributions: No Member shall be obligated to make additional capital contributions without that Member’s written consent.

5.3 Management
a. Member-Managed: All Members shall participate in management in proportion to their Percentage Interests unless otherwise agreed.
b. Manager-Managed: Management shall be vested in the Manager(s) listed on Schedule B, who shall have the authority described in the Act and these Articles.

5.4 Voting
Except as otherwise provided, matters requiring Member approval shall be decided by the Required Majority.

5.5 Records & Inspection Rights
The Company shall maintain the records required by Wyo. Stat. Ann. § 17-29-410 and shall make them available for inspection by any Member upon reasonable request.

5.6 Bank Accounts & Fiscal Matters
All Company funds shall be held in bank or brokerage accounts in the Company’s name. The fiscal year shall end on [FISCAL_YEAR_END].

5.7 Tax Classification
The Members intend for the Company to be treated as ☐ a partnership ☐ an S corporation ☐ a disregarded entity ☐ a C corporation (check one) for U.S. federal income-tax purposes and shall execute all necessary elections accordingly.

5.8 Operating Agreement
The Members acknowledge the desirability of adopting a separate Operating Agreement. In the absence of such an agreement, these Internal Provisions shall govern to the fullest extent permissible under the Act.

VI. REPRESENTATIONS & WARRANTIES

6.1 Authority
Each Organizer, Member, and Manager represents that such party has full power and authority to execute and deliver these Articles and to perform the obligations herein.

6.2 Compliance with Law
The execution, delivery, and performance of these Articles do not and will not violate any applicable law, regulation, or contractual restriction binding upon such party.

6.3 No Proceedings
No party is subject to any suit, order, or governmental action that would impair its ability to perform its obligations hereunder.

6.4 Survival
The representations and warranties set forth in this Section VI shall survive the filing of these Articles for a period of two (2) years.

VII. COVENANTS & RESTRICTIONS

7.1 Affirmative Covenants
a. Good Standing: The Company shall maintain its existence and good standing in Wyoming.
b. Compliance: The Company shall comply with all applicable laws and regulations.
c. Insurance: The Company shall maintain commercially reasonable insurance, including general liability and, if applicable, professional liability coverage.

7.2 Negative Covenants
Without the Required Majority’s consent, the Company shall not:
a. Merge or consolidate with another entity;
b. Amend these Articles (other than as required by law);
c. Admit new Members, except as expressly permitted herein.

7.3 Notice & Cure
A party alleging breach of any covenant shall give written notice specifying the breach. The breaching party shall have thirty (30) days to cure before any remedies may be pursued.

VIII. DEFAULT & REMEDIES

8.1 Events of Default
a. Material breach of these Articles that remains uncured after notice under Section 7.3;
b. Bankruptcy, insolvency, or assignment for the benefit of creditors of a Member;
c. Withdrawal or attempted transfer of a Membership Interest in violation of these Articles.

8.2 Remedies
Upon default, the non-defaulting parties may pursue one or more of the following, at their election:
i. Specific performance or injunctive relief;
ii. Buy-out of the defaulting Member’s interest at fair market value less any damages;
iii. Expulsion of the defaulting Member in accordance with Wyo. Stat. Ann. § 17-29-602(c);
iv. Any other remedy available at law or in equity.

8.3 Attorneys’ Fees and Costs
The prevailing party in any action to enforce these Articles shall be entitled to recover reasonable attorneys’ fees, costs, and expenses.

IX. RISK ALLOCATION

9.1 Indemnification (Member/Manager Indemnity)
The Company shall indemnify, defend, and hold harmless each Indemnitee against any and all claims, losses, liabilities, damages, and expenses arising out of the Indemnitee’s status as a Member, Manager, or organizer, except to the extent resulting from the Indemnitee’s gross negligence, willful misconduct, or knowing violation of law.

9.2 Limitation of Liability
To the fullest extent permitted by the Act, no Indemnitee shall be liable to the Company or any Member for monetary damages for any act or omission in such capacity, except for: (i) a financial benefit to which the Indemnitee is not entitled, (ii) intentional infliction of harm, (iii) an unlawful distribution, or (iv) intentional violation of criminal law.

9.3 Insurance
The Company may purchase and maintain insurance on behalf of any Indemnitee against liability asserted or incurred in such capacity.

9.4 Force Majeure
No party shall be liable for failure to perform due to events beyond its reasonable control, including natural disasters, acts of war, governmental actions, or pandemics, provided that such party gives prompt notice and resumes performance as soon as practicable.

X. DISPUTE RESOLUTION

10.1 Governing Law
These Articles and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict-of-laws rules.

10.2 Forum Selection
The parties irrevocably submit to the exclusive jurisdiction of the Wyoming Business Court sitting in ___ County (or, if no Business Court exists, the state courts of competent jurisdiction in that county) for any action arising out of these Articles.

10.3 Arbitration (Optional)
☐ If this box is checked, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction.
[// GUIDANCE: Delete Section 10.3 or uncheck the box if arbitration is not desired.]

10.4 Jury Trial Waiver (Optional)
☐ THE PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL in any litigation arising out of these Articles.
[// GUIDANCE: Strike Section 10.4 if jury waiver is not desired in this transaction.]

10.5 Injunctive Relief
Notwithstanding Sections 10.2–10.4, any party may seek temporary, preliminary, or permanent injunctive relief or specific performance in a court of competent jurisdiction to prevent or curtail actual or threatened violations of these Articles.

XI. GENERAL PROVISIONS

11.1 Amendments
These Articles may be amended only by a written instrument executed by the Required Majority and, to the extent required by the Act, filed with the Wyoming Secretary of State.

11.2 Waivers
No waiver of any breach shall be deemed a waiver of any subsequent breach.

11.3 Assignment
Except as expressly permitted, no Member may assign its interest without the Required Majority’s written consent.

11.4 Successors & Assigns
These Articles bind and benefit the parties and their respective successors and permitted assigns.

11.5 Severability
If any provision is held unenforceable, the remainder shall be interpreted to effect the intent of the parties.

11.6 Entire Agreement
These Articles, together with any Operating Agreement, constitute the entire agreement among the parties with respect to the subject matter hereof.

11.7 Counterparts; Electronic Signatures
These Articles may be executed in counterparts (including by electronic signature), each of which is deemed an original and all of which together constitute one instrument.

XII. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer(s) have executed these Articles of Organization as of the Effective Date.

CONSENT OF REGISTERED AGENT
The undersigned hereby consents to serve as Registered Agent for the Company.

[REGISTERED_AGENT_NAME]
By: ____
Date: __

[// GUIDANCE: Notarization is not required for Wyoming filings but may be added below if desired.]

Schedule A – Members, Percentage Interests & Capital Contributions

Schedule B – Manager(s) (For Manager-Managed LLC)

[// GUIDANCE:
1. File Sections I–III (and any optional public provisions) with the Wyoming Secretary of State, accompanied by the filing fee (currently \$100; verify current fees before filing).
2. Deliver a stamped copy to the Registered Agent.
3. Distribute the full document (including Internal Provisions) to all Members and Managers for their records and signature, or incorporate Internal Provisions into a separate Operating Agreement.
4. Calendar Wyoming’s annual report due date (first day of the anniversary month of formation) to maintain good standing.
5. Confirm no publication requirement exists under Wyoming law (none at this time).]