Legal Organizational Document Template

LEGAL ORGANIZATIONAL DOCUMENT TEMPLATE

This Organizational Agreement (the Agreement) is made effective as of by and between Company Name: , an entity formed under the laws of with principal place of business at , and Organizer Name: , located at .

RECITALS

WHEREAS, the Organizer has caused the formation of the Company under the laws of the state identified above for the purposes set forth herein;

WHEREAS, the parties desire to set forth the terms and conditions governing the Company's organization, management, capital structure, allocations and distributions, and certain rights and obligations of the parties;

WHEREAS, the parties intend that this Agreement shall govern their respective rights and obligations as between them and with respect to the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. FORMATION

1.1 Formation. The parties hereby confirm that the Organizer has caused the formation of the Company in accordance with applicable law. The Company shall continue until dissolved in accordance with this Agreement.

1.2 Name and Recording. The legal name of the Company is the name set forth above. The Organizer shall cause to be filed all certificates, statements, or other documents required by law to create the entity and to maintain its good standing.

2. PURPOSE

The purpose of the Company is to engage in any lawful business activity for which the Company may be organized under the laws of the state of formation and to engage in any and all activities necessary or incidental thereto.

3. PRINCIPAL OFFICE

4. TERM

The Company shall commence on the date of filing of its organizational document and shall continue until dissolved in accordance with this Agreement.

5. CAPITAL CONTRIBUTIONS

5.1 Initial Contributions. The Organizer and any other persons listed on the attached Schedule of Members shall make the capital contributions specified on such schedule. The initial capital contribution of Organizer is:

5.2 Capital Accounts. A capital account shall be maintained for each Member in accordance with applicable accounting principles and this Agreement.

6. MEMBERSHIP INTERESTS AND OWNERSHIP

6.1 Ownership Percentages. The initial ownership percentage of each Member shall be set forth on the Schedule of Members. Organizer's initial ownership percentage is .

6.2 Certificates. No certificate shall be required to evidence membership interests except as the parties may hereafter agree in writing.

7. MANAGEMENT

7.1 Management Authority. The Company shall be managed by Member-managed Manager-managed. If Manager-managed, the initial Manager is: .

7.2 Authority and Duties. Managers or Members with managerial authority shall have the exclusive power to make decisions on behalf of the Company, bind the Company in contracts, and carry out ordinary business operations, subject to the limits set forth in this Agreement.

8. MEETINGS AND VOTING

8.1 Meetings. Regular meetings of Members or Managers may be held at such times and places as determined by the governing body. A written notice of each meeting shall be provided in accordance with Section 14 (Notices).

8.2 Voting. Unless otherwise provided herein, decisions requiring Member approval shall be determined by a majority vote of the ownership percentages then outstanding.

9. ACCOUNTING, RECORDS AND TAX MATTERS

9.1 Books and Records. The Company shall maintain complete and accurate books and records of account and minutes of proceedings and shall keep such records at the principal office for inspection by any Member during reasonable business hours.

9.2 Tax Treatment. The Company shall be treated for federal and state tax purposes as elected by the Members. The Members shall cause to be filed all required tax returns and elections. The person designated as the tax matters representative is: .

10. ALLOCATIONS AND DISTRIBUTIONS

10.1 Allocations. Profits and losses shall be allocated to Members in proportion to their respective ownership percentages, subject to any adjustments required by applicable tax law.

10.2 Distributions. Cash distributions shall be made at such times and in such amounts as determined by the governing body, taking into account the Company's obligations and need for reserves.

11. TRANSFER RESTRICTIONS

No Member shall transfer, assign, pledge or encumber any interest in the Company except in compliance with this Agreement. Any purported transfer in violation of this Section shall be void ab initio as to the Company and other Members.

12. INDEMNIFICATION

The Company shall indemnify and hold harmless its Members, Managers and Officers to the fullest extent permitted by law against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any proceeding by reason of the fact that such person is or was serving in such capacity, except for acts determined to constitute willful misconduct or gross negligence.

13. NOTICES

All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered to the respective addresses set forth below or to such other address as either party may designate by written notice to the other:

14. AMENDMENTS AND WAIVER

This Agreement may be amended only by a written instrument executed by the parties holding a majority of the ownership percentages, unless a greater percentage is required by this Agreement or by law. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving compliance.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.

17. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means are intended to have the same force and effect as original signatures.

19. MISCELLANEOUS

The provisions of this Agreement are for the benefit of the parties and their respective successors and permitted assigns. No third-party beneficiaries shall be created thereby except as expressly set forth herein.

SCHEDULE OF MEMBERS (INITIAL)

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