Fill and Sign the Rhode Island Organization Form

Filing Fee: $150.00 ID Number:       STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS Office of the Secretary of State Corporations Division 100 North Main Street Providence, Rhode Island 02903-1335 LIMITED LIABILITY COMPANY ---------------------------------- ARTICLES OF ORGANIZATION (To Be Filed In Duplicate) Pursuant to the provisions of Chapter 7-16 of the General Laws, 1956, as amended, the following Articles of Organization are adopted for the limited liability company to be organized hereby: 1. The name of the limited liability company is:       2. The address of the limited liability company’s resident agent in Rhode Island is:             , RI       (Street Address, not P.O. Box) (City/Town) (Zip) and the name of the resident agent at such address is       (Name of Agent) 3. Under the terms of these Articles of Organization and any written operating agreement made or intended to be made, the limited liability company is intended to be treated for purposes of federal income taxation as : (Check one box only) a partnership or a corporation or disregarded as an entity separate from its member 4. The address of the principal office of the limited liability company if it is determined at the time of organization:             (If not determined, so state) 5 . T h e l i m i t e d l i a b i l i t y c o m p a n y h a s t h e p u r p o s e o f e n g a g i n g i n a n y l a w f u l b u s i n e s s , a n d s h a l l h a v e p e r p e t u a l e x i s t e n c e u n t i l d i s s o l v e d o r t e r m i n a t e d i n a c c o r d a n c e w i t h C h a p t e r 7 - 1 6 , u n l e s s a m o r e l i m i t e d p u r p o s e o r d u r a t i o n i s s e t f o r t h i n p a r a g r a p h 6 o f t h e s e A r t i c l e s o f O r g a n i z a t i o n . Form No. 400 Revised: 10/15/02 6 . Additional provisions, if any, not inconsistent with law, which the members elect to have set forth in these Articles of O r g a n i z a t i o n , i n c l u d i n g , b u t n o t l i m i t e d t o , a n y l i m i t a t i o n o f t h e p u r p o s e s o r d u r a t i o n f o r w h i c h t h e l i m i t e d l i a b i l i t y c o m p a n y i s f o r m e d , a n d a n y o t h e r p r o v i s i o n w h i c h m a y b e i n c l u d e d i n a n o p e r a t i n g a g r e e m e n t :                               7 . The limited liability company is to be managed by: (Check one box only) its members or by one (1) or more managers 8 . I f t h e l i m i t e d l i a b i l i t y c o m p a n y h a s m a n a g e r s a t t h e t i m e o f f i l i n g t h e s e A r t i c l e s o f O r g a n i z a t i o n , s t a t e t h e n a m e a n d a d d r e s s o f e a c h m a n a g e r : Manager Address                                                 9 . The date these Articles of Organization are to become effective, if later than the date of filing, is:       (not prior to, nor more than 30 days after, the filing of these Articles of Organization) U nder pen al ty of per j ur y, I decl ar e and affi r m that I have exam i ne d these Ar ti cl es of Or gani zati on, i ncl udi ng any accom pa nyi n g attachm ents , and that al l statem e nts cont ai ne d her ei n ar e tr ue and cor r ect. Date:       Signature of Authorized Person STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS Office of the Secretary of State Corporations Division 100 North Main Street Providence, Rhode Island 02903-1335 (401) 222-3040 INSTRUCTIONS FOR FILING ARTICLES OF ORGANIZATION FOR A DOMESTIC LIMITED LIABILITY COMPANY Section 7-16-6 of the General Laws of Rhode Island, as amended 1. To form a limited liability company, Articles of Organization (Form No. 400) must be filed, in duplicate, with the Office of the Secretary of State, Corporations Division, at the above address. When the Articles are properly completed, signed by an authorized person, and submitted with the correct filing fee, a Certificate of Organization, together with a file stamped duplicate of the Articles of Organization affixed thereto, shall be returned to the filer. (If the limited liability company shall be rendering professional services as defined in Sections 7-16.3.1 and 7-5.1-2, or if the limited liability company falls under the jurisdiction of a regulatory agency, please call this office for further instructions prior to submitting the Articles of Organization.) 2. The Articles of Organization must be accompanied by a filing fee of $150.00, and payment should be made payable to the Rhode Island Secretary of State. 3. The name of the limited liability company as set forth in its Articles of Organization shall end with the words “limited liability company” or the upper or lower case letters “l.l.c.” with or without punctuation. A proposed name cannot be the same as, or deceptively similar to, the name of any entity, name reservation or registration on file with the Corporations Division. Availability of the limited liability company’s name should be checked prior to submission of the Articles by calling the above telephone number. This is only a preliminary clearance and does not ensure that the name will be acceptable upon filing the Articles of Organization. It is suggested that you do not make any financial expenditures or execute documents utilizing the name based upon this preliminary clearance. The final determination as to availability of the name will be made when the documents are submitted for filing. 4. Each limited liability company shall have and continuously maintain in this state a resident agent upon whom any process, notice or demand required or permitted by law to be served upon the limited liability company may be served. The agent may be either an individual resident in this state, or a corporation, limited partnership or limited liability company, in each case either domestic or one authorized to transact business in this state. The address of the resident agent must be a street address, not a post office box. 5. The limited liability company is responsible for filing an annual report each calendar year between September 1 and November 1, beginning with the year following the year in which its original Articles of Organization were filed with the secretary of state. An annual report form will be mailed to the resident agent prior to September 1 each year. Be sure to follow up with your resident agent concerning the filing of this report. 6. Failure to comply with Nos. 4 and 5 above may result in the revocation of the Certificate of Organization pursuant to the provisions of Section 7-16-41 of the General Laws, as amended. If you have any questions, please call us at (401) 222-3040, Monday through Friday, between 8:30 a.m. and 4:30 p.m. Instructions/Form 400 Revised: 10/15/02