Organizational Articles Template

ORGANIZATIONAL ARTICLES TEMPLATE

Entity Identification

Limited Liability Company (LLC)    Corporation    Partnership    Other:

Recitals

WHEREAS, the Organizer named below has formed the entity identified above in accordance with applicable law and intends for these Articles to set forth the initial organizational terms and the framework for governance and operation; and

WHEREAS, the undersigned parties desire to set forth the purpose, management structure, capital contributions, and other material provisions necessary for the organization’s lawful operation;

WHEREAS, the parties intend that these Articles govern the internal affairs of the entity and serve as the foundational organizational instrument until amended in accordance with the Amendment procedures herein.

Article I — Name and Formation

The name of the entity shall be and formation is effective as of .

Article II — Purpose

The purpose of the entity is to engage in any lawful business activity permitted under applicable law, including, without limitation, the following primary purposes:

Article III — Duration

The duration of the entity shall be perpetual unless a definite term is specified. If a definite termination is desired, enter end date:

Article IV — Capital Contributions

The initial capital contributions of the Members/Shareholders and their respective interests shall be as set forth below. Additional contributions shall be made only in accordance with a written agreement or unanimous consent where required.

Article V — Management and Voting

The entity shall be: Member-managed Manager-managed

Scope of Work

Where the entity provides services or performs specific deliverables, the scope of work shall be described and incorporated into the entity’s internal contracts and policies. The general scope is set forth below:

Payment Terms (if applicable)

Payment obligations arising from intercompany services, management fees, or other financial obligations shall be governed by the following terms.

Late fee as greater of: or

Term and Termination

The term of these Articles commences on the effective date and continues until terminated in accordance with this section.

Effective Date:   Termination Date (if any):

Confidentiality

All parties shall keep confidential all proprietary or non-public information disclosed in connection with the entity’s business, including but not limited to financial data, customer lists, trade secrets, business plans, and technical information (collectively, Confidential Information). Confidential Information shall not be used or disclosed except as necessary to perform duties for the entity or as required by law. The obligations of confidentiality shall survive termination of these Articles for a period of years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Indemnification

The entity shall indemnify and hold harmless its Members, Managers, Officers, and Agents to the fullest extent permitted by law against liabilities, expenses, and losses reasonably incurred in connection with the defense of actions arising from their capacity with the entity, provided that indemnification shall not extend to willful misconduct, gross negligence, or breaches of fiduciary duty.

Amendments

These Articles may be amended only by the affirmative vote or written consent of the requisite percentage of Members or Shareholders as required by the entity’s governing law or by a written amendment approved in accordance with the entity’s operating agreement or bylaws.

Dissolution

The entity shall be dissolved upon the occurrence of any event mandating dissolution under applicable law, the unanimous written consent of the Members/Shareholders, or such other event as provided in a controlling operating agreement or bylaws. Upon dissolution, assets shall be distributed in accordance with applicable law and the priorities established by the entity’s governing documents.

Governing Law and Entire Agreement

These Articles shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. These Articles, together with any adopted operating agreement and any executed side letters expressly incorporated herein, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior oral or written understandings.

Severability

If any provision of these Articles is held invalid or unenforceable, such provision shall be severed to the extent necessary and the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

Certification

The undersigned Organizer certifies under penalty of perjury that the information set forth in these Articles is true and correct to the best of the Organizer’s knowledge, that the Organizer is authorized to execute these Articles on behalf of the entity, and that the Organizer has complied with all formation requirements required by applicable law.

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