Articles Of Organization Kit - AL

Information Articles of Organization Kit Provided under agreement with copyright holder, © Nova Publishing Company 2006

This packet includes instructions and materials that will aid you in preparing and drafting a limited liability company’s Articles of Organization for your state (also sometimes referred to as a Certificate of Formation).

The central legal document for any limited liability company is the Articles of Organization. This form outlines the basic structure of the limited liability company and details those matters that are relevant to the public registration of the limited liability company. The name, purpose, owners, registered agent, address, and other vital facts relating to the existence of the limited liability company are filed with the state by using this form. Upon filing of the Articles of Organization, payment of the proper fee, and acceptance by the state limited liability company department, the limited liability company officially begins its legal existence. Until the state has accepted the articles, the organizers are not shielded from liability by the limited liability company form.

Included in this packet are the following items:

 Articles of Organization Checklist  Link to a legal directory with additional state specific information regarding Limited Liability Companies  Links to state specific forms or forms designed to conform to state specific requirements.  General Instructions for completing Articles of Organization  Sample Clauses with Instructions  Completed Sample Articles of Organization  General Articles of Organization Form

Some of the forms for which links have been provided may be in Adobe Acrobat PDF format. You will need a free Adobe Acrobat Viewer to view and use them. PDF forms usually have to be either filled out by hand or on a typewriter.

Disclaimer

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2 Articles of Organization Checklist

There are a number of items that are required to be noted in the Articles of Organization. The articles may also include many other details of the limited liability company’s existence. Following is a checklist of items which are mandatory or optional for Articles of Organization.

□ The name of the limited liability company

□ The principal place of business of the company (Optional)

□ The purpose of the limited liability company

□ The duration of the limited liability company

□ The name and address of each member

□ The name of the registered agent of the limited liability company

□ The office of the registered agent of the limited liability company

□ Amount of initial and future contributions to capital of the limited liability company (Optional)

□ Provisions outlining the management of the company (Optional)

□ Reservation of the right to admit new members (Optional)

□ Right of the company to continue business following an act of dissolution or dissociation (Optional)

□ Standard Industrial Code [SIC] for the company (Optional)

□ Federal Employer Identification Number [FEIN] for the company (Optional)

□ The signature(s) of the organizer(s) □ The signature of the registered agent

2 Instructions for Completing Articles of Organization (also known as a Certificate of Formation)

This kit contains sample clauses for preparing your company’s Articles of Organization (also sometimes referred to as a Certificate of Formation)(“Articles”). An explanation is also provided for each clause. You should also check any information that you have received from the state limited liability company department to be certain that you have included all of the necessary information for your state. Once you have chosen the clauses you will use, fill in the article numbers consecutively, and print the final version. You may also use the state-supplied form to aid you in drafting your company’s Articles. If state-supplied documents are used, fill them in with the information you have prepared using this kit. Optional clauses may be added to state- supplied forms where necessary. For a copy of the state supplied form of the Articles of Organization, please follow the instructions at the bottom of this page.

The Articles must then be properly signed. Although not required by all states, the form in this kit is designed to be notarized. The signed Articles and the appropriate fee should be sent to the Secretary of State’s office. Upon receipt, the state department will check for duplication or confusing conflicts with the names of any other registered company. They will also check to be certain that all of the statutory requirements have been fulfilled and that the fee has been paid. If there is a problem, the Articles will be returned with an explanation of the difficulty. Correct the problem and refile the Articles. If everything is in order, the business will officially be organized and able to begin to conduct business as a limited liability company entity. A completed sample Articles is included in this kit.

Articles of Organization may be amended at any time. However, this generally requires a formal filing with the state and the issuance of a Certificate of Amendment of Articles of Organization. It also normally requires the payment of a fee. For these reasons, it is often a good idea to put only those items in the original Articles that are unlikely to require changes in the near future.

FREE LEGAL DIGEST: You can view a free legal digest which will provide additional information and state specific requirements (e.g. minimum member requirements, naming requirements, etc.) by clicking here. STATE SUPPLIED FORM OF ARTICLES OF ORGANIZATION: You can download state supplied forms (which we have altered so that you can complete them on your computer) or forms designed to specifically conform to your state’s specific requirements. Just click on the applicable state link below.

State Link Alabama http://www.findlegalforms.com/public/LLC/ARTORG-AL.pdf Alaska http://www.findlegalforms.com/public/LLC/ARTORG-Ak.pdf Arizona http://www.findlegalforms.com/public/LLC/ARTORG-AZ.pdf Arkansas http://www.findlegalforms.com/public/LLC/ARTORG-AR.pdf California http://www.findlegalforms.com/public/LLC/ARTORG-CA.pdf Colorado Click here to link to the Colorado state website. Connecticut http://www.findlegalforms.com/public/LLC/ARTORG-CT.pdf Delaware http://www.findlegalforms.com/public/LLC/ARTORG-DE.pdf District of http://www.findlegalforms.com/public/LLC/ARTORG-DC.pdf Columbia Florida http://www.findlegalforms.com/public/LLC/ARTORG-FL.pdf Georgia http://www.findlegalforms.com/public/LLC/ARTORG1-GA.pdf http://www.findlegalforms.com/public/LLC/ARTORG2-GA.pdf Hawaii http://www.findlegalforms.com/public/LLC/ARTORG-HI.pdf Idaho http://www.findlegalforms.com/public/LLC/ARTORG-ID.pdf Illinois http://www.findlegalforms.com/public/LLC/ARTORG-IL.pdf Indiana http://www.findlegalforms.com/public/LLC/ARTORG-IN.pdf Iowa http://www.findlegalforms.com/public/LLC/ARTORG-IA.pdf Kansas http://www.findlegalforms.com/public/LLC/ARTORG-KS.pdf Kentucky http://www.findlegalforms.com/public/LLC/ARTORG-KY.pdf Louisiana http://www.findlegalforms.com/public/LLC/ARTORG-LA.pdf Maine http://www.findlegalforms.com/public/LLC/ARTORG-ME.pdf Maryland http://www.findlegalforms.com/public/LLC/ARTORG-MD.pdf Massachusetts http://www.findlegalforms.com/public/LLC/ARTORG-MA.pdf Michigan http://www.findlegalforms.com/public/LLC/ARTORG-MI.pdf Minnesota http://www.findlegalforms.com/public/LLC/ARTORG-MN.pdf Mississippi http://www.findlegalforms.com/public/LLC/ARTORG-MS.pdf Missouri http://www.findlegalforms.com/public/LLC/ARTORG-MO.pdf Montana http://www.findlegalforms.com/public/LLC/ARTORG-MT.pdf Nebraska http://www.findlegalforms.com/public/LLC/ARTORG-NE.pdf Nevada http://www.findlegalforms.com/public/LLC/ARTORG-NV.pdf New Hampshire http://www.findlegalforms.com/public/LLC/ARTORG-NH.pdf New Jersey http://www.findlegalforms.com/public/LLC/ARTORG-NJ.pdf New Mexico http://www.findlegalforms.com/public/LLC/ARTORG-NM.pdf New York http://www.findlegalforms.com/public/LLC/ARTORG-NY.pdf North Carolina http://www.findlegalforms.com/public/LLC/ARTORG1-NC.pdf http://www.findlegalforms.com/public/LLC/ARTORG2-NC.pdf North Dakota http://www.findlegalforms.com/public/LLC/ARTORG-ND.pdf Ohio http://www.findlegalforms.com/public/LLC/ARTORG-OH.pdf Oklahoma http://www.findlegalforms.com/public/LLC/ARTORG-OK.pdf Oregon http://www.findlegalforms.com/public/LLC/ARTORG-OR.pdf Pennsylvania http://www.findlegalforms.com/public/LLC/ARTORG-PA.pdf Rhode Island http://www.findlegalforms.com/public/LLC/ARTORG-RI.pdf South Carolina http://www.findlegalforms.com/public/LLC/ARTORG-SC.pdf South Dakota http://www.findlegalforms.com/public/LLC/ARTORG-SD.pdf Tennessee http://www.findlegalforms.com/public/LLC/ARTORG-TN.pdf Texas http://www.findlegalforms.com/public/LLC/ARTORG-TX.pdf Utah http://www.findlegalforms.com/public/LLC/ARTORG-UT.pdf Vermont http://www.findlegalforms.com/public/LLC/ARTORG-VT.pdf Virginia http://www.findlegalforms.com/public/LLC/ARTORG1-VA.pdf http://www.findlegalforms.com/public/LLC/ARTORG2-VA.pdf Washington http://www.findlegalforms.com/public/LLC/ARTORG-WA.pdf West Virginia http://www.findlegalforms.com/public/LLC/ARTORG-WV.pdf Wisconsin http://www.findlegalforms.com/public/LLC/ARTORG-WI.pdf Wyoming http://www.findlegalforms.com/public/LLC/ARTORG-WY.pdf

2 Sample Clauses and Instructions for Articles of Organization

Title and Introduction Check with your state limited liability company department for any changes to this clause. The name of the company should include the LLC designation (see below under “Name of Limited Liability Company”).

Articles of Organization of ______

The undersigned person(s), acting as Organizer(s) for the purpose of forming a business limited liability company under the laws of the State of XXXXXXX, adopt(s) the following Articles of Organization:

Name of Limited Liability Company The name of the limited liability company should be unique. It should not be confusingly similar to any other business name in use within your state. In addition, it should not contain any terms that might lead people to believe that it is a government or financial institution.

Finally, it must generally contain an indication that the business is a limited liability company, for example the words “Limited Liability Company” or the abbreviations “LLC” or “L.L.C.” (for state specific requirements, please link to the free legal digest as described on page 3 of this packet).

Article 1. The name of the limited liability company is ______.

Principal Place of Business (Optional) This should be the street address of the planned principal place of business of the limited liability company. Post office box addresses are not sufficient. It must be an actual street address.

Article 2. The principal place of business of the company is ______

Sample Clauses and Instructions for Articles of Organization 1 Purpose and Powers of the Limited Liability Company Some states allows a general statement of purpose: “to transact any and all lawful business for which limited liability companies may be organized under the Business Limited Liability Act of the State of XXXXXXX” (for state specific requirements, please link to the free legal digest as described on page 3 of this packet).

Article 3. The purpose for which this limited liability company is organized is to transact any and all lawful business for which limited liability companies may be organized under the laws of the State of XXXXXXXXX, and to have all powers that are afforded limited liability companies under the laws of the State of XXXXXXX.

Duration of Limited Liability Company Most states allow for a perpetual duration for limited liability companies, meaning that the limited liability company can continue in existence forever. Unless there is a specific business reason to indicate otherwise, this is generally the safest choice.

Article 4. The duration of this limited liability company shall be perpetual.

Number of Members Check the state specific requirements as provided in the free legal digest.

Article 5. The number of members of this limited liability company is ______.

Name and Addresses of Initial Members This clause provides for listing the initial members of the limited liability company.

Article 6. The names and addresses of the initial members of this limited liability company are as follows:

Name Address ______

Sample Clauses and Instructions for Articles of Organization 2 ______

Sample Clauses and Instructions for Articles of Organization 3 Name of Registered Agent The registered agent for a limited liability company is the person upon whom service of process (summons, subpoena, etc.) can be served. This person must be an adult who is a resident of the state of organization. The usual choice is the main owner or manager of the limited liability company. There is a place at the end of the Articles for the registered agent to sign.

Article 7. The initial registered agent of this limited liability company is ______. By his or her signature at the end of this document, this person acknowledges acceptance of the responsibilities as registered agent of this limited liability company.

Address of Registered Agent This address must be an actual place, usually the offices of the limited liability company. It may not be a post office box or other unmanned location.

Article 8. The initial address of the office of the registered agent of this limited liability company is ______, City of ______, in the County of ______, State of ______.

Capitalization (Optional) This clause refers to the amount of capital which will form the initial basis for operating the limited liability company.

Article 9. The total amount of initial capitalization of this limited liability company is $______.

Management of the Company (Optional) Under this clause, you will outline whether the management of the company will be by members only, by members and nonmember managers, or by nonmember managers only.

Article 10. The company will be managed by the following members only:

Name Address ______

Sample Clauses and Instructions for Articles of Organization 4 ______

Sample Clauses and Instructions for Articles of Organization 5 Or

Article 10. The company will be managed by the following members and nonmember managers:

Name Address ______

Article 10. The company will be managed by the following nonmember managers only:

Name Address ______

Reservation of Right to Admit New Members (Optional) In this clause, which is optional in most states, the company can reserve the right to admit new members. In some states, this information may instead be listed in the Operating Agreement of the limited liability company, if preferred (for state specific requirements, please link to the free legal digest included with this packet).

Article 11. The company reserves the right to admit new members at any time.

Right of Company to Continue (Optional) This clause allows the company to reserve the right to continue, without dissolution, upon an act of dissolution or dissociation (for state specific requirements, please link to the free legal digest included with this packet).

Sample Clauses and Instructions for Articles of Organization 6 Article 12. The company reserves the right to continue without dissolution, under the terms as set forth in the company Operating Agreement, upon any act that might otherwise cause the dissolution of the company or the dissociation of a member under the laws of the State of XXXXX.

Sample Clauses and Instructions for Articles of Organization 7 Standard Industrial Code (Optional) In this clause, list the SIC, or Standard Industrial Code, for the company. Please contact the Secretary of State’s office for the listing of SIC codes.

Article 13. The Standard Industrial Code for the company is ______.

Federal Employer Identification Number (Optional) This clause, which is not required in most states, provides the state with your FEIN, or Federal Employer Identification Number.

Article 14. The Federal Employer Identification Number of the company is ______.

Additional Articles This clause may be used to adopt any additional articles that may be desired.

Article 15. This limited liability company adopts the following additional articles: ______

Closing and Signatures This clause provides a statement certifying that the facts as stated are true and correct. It also provides for the registered agent to sign acknowledging his acceptance of the responsibilities of this job. This should be signed in front of a notary public.

Sample Clauses and Instructions for Articles of Organization 8 I certify that all of the facts stated in these Articles of Organization are true and correct and are made for the purpose of forming a business limited liability company under the laws of the State of XXXXXX.

Dated: ______, 20 _____

______Signature of Organizer Printed Name of Organizer ______Signature of Organizer Printed Name of Organizer ______Signature of Organizer Printed Name of Organizer

I acknowledge my appointment as registered agent of this limited liability company and accept the appointment.

Dated: ______, 20 _____

______Signature of Registered Agent Printed Name of Registered Agent

State of ______County of ______

Before me, on ______, 20___, personally appeared ______, ______, and ______, named as the organizers, who are known to me to be the person who subscribed his or her names to this document, and acknowledged that he or she did so for the purposes stated.

______Signature of Notary Public

Notary Public, In and for the County of ______State of ______

My commission expires: ______Notary Seal

Sample Clauses and Instructions for Articles of Organization 9 Sample Completed Articles of Organization

Articles of Organization of ABCXYZ Limited Liability Company

The undersigned person, acting as organizer for the purpose of forming a business limited liability company under the laws of the State of Superior, adopts the following Articles of Organization:

Article 1. The name of the limited liability company is ABCXYZ Limited Liability Company.

Article 2. The purpose for which this limited liability company is organized is to transact any and all lawful business for which limited liability companies may be organized under the laws of the State of Superior, and to have all powers that are afforded to limited liability companies under the laws of the State of Superior.

Article 4. The total number of initial members of this company is two (2), and their names and addresses are as follows:

Name Address Mary Celeste 1234 Main Street, Capitol City, Superior John Celeste 1234 Main Street, Capitol City, Superior

Article 5. The initial registered agent of this limited liability company is Mary Celeste.

Article 6. The initial address of the office of the registered agent of this limited liability company is 1234 Main Street, City of Capitol City, in the County of Inferior, State of Superior.

Article 7. The total amount of initial capitalization of this limited liability company is $1,000.

Article 8. The company will be managed by the following members whose names and addresses are as follows:

Name Address Mary Celeste 1234 Main Street, Capitol City, Superior John Celeste 1234 Main Street, Capitol City, Superior

Article 9. The company reserves the right to admit new members at any time.

Article 10. The company reserves the right to continues, without dissolution, under the terms as set forth in the company Operating Agreement, upon any act that might otherwise cause the dissolution of the company or the dissociation of a member under the laws of the State of Superior. Article 11. The Standard Industrial Code for the company is 6123.

Article 12. The Federal Employer Identification Number of the company is 44-1111111.

Article 13. This limited liability company adopts the following additional articles: none.

I certify that all of the facts stated in these Articles of Organization are true and correct and are made for the purpose of forming a business limited liability company under the laws of the State of Superior.

Dated: June 4, 2000

Mary Celeste (signed) Mary Celeste Signature of Organizer Printed Name of Organizer

State of Superior County of Inferior

Before me, on June 4, 2006, personally appeared Mary Celeste, named as the organizer, who is known to me to be the person who subscribed her name to this document, and acknowledged that she did so for the purposes stated.

Andrea Doria (signed) Signature of Notary Public

Notary Public, In and for the County of Inferior State of Superior

My commission expires: June 5, 2008 Notary Seal

Dated: June 4, 2006

Mary Celeste (signed) Mary Celeste Signature of Registered Agent Printed Name of Registered Agent

Sample Completed Articles of Organization 2 Articles of Organization of ______

(Please review the state supplied forms (the link can be found on page 4 of this packet – those forms have been either supplied by your state or have been designed to conform to your state’s specific requirements).

The undersigned person(s), acting as Organizer(s) for the purpose of forming a business limited liability company under the laws of the State of ______, adopt(s) the following Articles of Organization:

Article 1. The name of the limited liability company is ______.

Article 2. (Optional) The principal place of business of the company is ______.

Article 3. The purpose for which this limited liability company is organized is to transact any and all lawful business for which limited liability companies may be organized under the laws of the State of ______, and to have all powers that are afforded limited liability companies under the laws of the State of ______.

Article 5. The number of members of this limited liability company is ______.

Article 6. The names and addresses of the inital members of this limited liability company are as follows:

Name Address ______

Article 7. The initial registered agent of this limited liability company is ______. By his or her signature at the end of this document, this person acknowledges acceptance of the responsibilities as registered agent of this limited liability company.

Article 8. The initial address of the office of the registered agent of this limited liability company is ______, City of ______, in the County of ______, State of ______.

Article 9. (Optional) The total amount of initial capitalization of this limited liability company is $______.

Article 10. (Optional) The company will be managed by the following [members only/members and nonmember managers/nonmember managers only]:

Articles of Organization Form 1 Name Address ______Article 11. (Optional) The company reserves the right to admit new members at any time.

Article 12. (Optional) The company reserves the right to continue without dissolution, under the terms as set forth in the company Operating Agreement, upon any act that might otherwise cause the dissolution of the company or the dissociation of a member under the laws of the State of ______.

Article 13. (Optional) The Standard Industrial Code for the company is ______.

Article 14. (Optional) The Federal Employer Identification Number of the company is ______.

Article 15. This limited liability company adopts the following additional articles: ______.

I certify that all of the facts stated in these Articles of Organization are true and correct and are made for the purpose of forming a business limited liability company under the laws of the State of ______.

Dated: ______, 20 _____

______Signature of Organizer Printed Name of Organizer ______Signature of Organizer Printed Name of Organizer ______Signature of Organizer Printed Name of Organizer

Dated: ______, 20 _____

______Signature of Registered Agent Printed Name of Registered Agent

State of ______County of ______

Articles of Organization Form 2 Before me, on ______, 20___, personally appeared ______, ______, and ______, named as the organizers, who are known to me to be the person who subscribed his or her names to this document, and acknowledged that he or she did so for the purposes stated.

______Signature of Notary Public

Notary Public, In and for the County of ______State of ______

My commission expires: ______Notary Seal

Articles of Organization Form 3