Articles of Organization for Limited Liability Companies

The formation of a Limited Liability Company is accomplished by filing the Articles of Organization with the appropriate secretary of state and publishing a notice of organization.

In most cases, the Articles of Organization contain the following:

The name of the Limited Liability Company. Included in the name is an indication that it is, in fact, a limited liability company. This is done by using such titles as “Limited Liability Company”; or abbreviations such as “Limited Liability Co.”, “Ltd. Liability Co.”; or the initials “L.L.C.” or “LLC.”

Location of the company. This is in the county in which the office is to be located

The date of dissolution. The Limited Liability Company should have a specific date of dissolution in addition to the events of a dissolution set forth in the statute

A designation of the secretary of state as agent for service of process. In addition to the secretary of state, a registered agent should be designated as well.

A statement indicating whether the Limited Liability Company will be managed by one or more members or a class or classes of members, or by one or more managers or by a class or classes of managers. If there isn’t any such statement made in the Articles of Organization to the contrary, then management is vested in the members.

If members, or specified members, are to be liable in their capacity as members for all or specified liabilities of the Limited Liability Company, it must be stated in the Articles of Organization. If not, then the liability of members is limited.

The members may elect to include other provisions, not inconsistent with the statute, such as:

The Limited Liability Companies business purpose

A statement which indicates any limitations on the authority of members or managers

Any provisions required or permitted to be included in the Operating Agreement.

Termination Statement. This document states that the company terminates when certain events occur. These events include death, resignation, expulsion, bankruptcy, or withdrawal of a member within a certain number of years after creation. The right of the members to reform after a termination event must be stated in the Articles.

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