ARTICLES OF ORGANIZATION

OF

[COMPANY NAME], L.L.C.

(A Louisiana Limited Liability Company)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions (Required Statutory Articles)
IV. Representations & Warranties of Organizer(s)
V. Covenants & Restrictions (Initial Operating Provisions)
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
XI. Organizer’s Certificate
XII. Secretary of State Filing Information & Publication Guidance

[// GUIDANCE:
1. Replace every ALL-CAPS bracketed [PLACEHOLDER] with deal-specific data.
2. Verify all information against current Louisiana statutes (La. Rev. Stat. Ann. § 12:1301 et seq.) and Secretary of State forms.
3. File the fully executed Articles, together with the Initial Report, and pay all filing fees.
4. Publish the required notice of organization within thirty (30) days of effectiveness in a newspaper of general circulation in the parish of the LLC’s registered office, then retain proof of publication with the company records.
5. Adopt a comprehensive Operating Agreement at or immediately after the first members’ meeting.
]

I. DOCUMENT HEADER

1. Name of Limited Liability Company: [COMPANY NAME], L.L.C. (“Company”).
2. Effective Date: [EFFECTIVE DATE] (the date these Articles are accepted for filing by the Louisiana Secretary of State unless a later date not to exceed ninety (90) days is stated here: [DELAYED EFFECTIVE DATE, IF ANY]).
3. Jurisdiction & Governing Law: State of Louisiana; Louisiana Limited Liability Company Law, La. Rev. Stat. Ann. § 12:1301 et seq.

II. DEFINITIONS

Unless the context clearly indicates otherwise, the following capitalized terms shall have the meanings set forth below. Any term not defined herein but defined in the Louisiana Limited Liability Company Law shall have the meaning ascribed to it in that statute.

“Articles” means these Articles of Organization, including all amendments or restatements hereafter adopted and filed.
“Business Court” means the [NAME OF DESIGNATED BUSINESS COURT OR “appropriate state business court”] located in the State of Louisiana.
“Company” has the meaning provided in Section I.1.
“Initial Report” means the report required to be filed contemporaneously with these Articles pursuant to La. Rev. Stat. Ann. § 12:1304.
“Louisiana LLC Law” means La. Rev. Stat. Ann. § 12:1301 et seq., as amended.
“Member” means any Person who is admitted as a member of the Company in accordance with the Articles, the Operating Agreement, and the Louisiana LLC Law.
“Operating Agreement” means the written agreement (whether titled operating agreement, company agreement, or otherwise) among the Members governing the affairs of the Company, as amended from time to time.
“Person” means any individual, corporation, limited liability company, partnership, trust, or other legal entity.

III. OPERATIVE PROVISIONS (REQUIRED STATUTORY ARTICLES)

3.1 Name. The name of the limited liability company is [COMPANY NAME], L.L.C.

3.2 Purpose. The Company is organized to engage in any lawful act or activity for which limited liability companies may be formed under the Louisiana LLC Law, including without limitation [SPECIFIC INDUSTRY OR BUSINESS PURPOSE], and to do all things necessary, convenient, or incidental to that purpose.

3.3 Duration. The existence of the Company shall be perpetual unless dissolved in accordance with the Operating Agreement or the Louisiana LLC Law.

3.4 Registered Office & Registered Agent.
(a) Registered Office: [PHYSICAL STREET ADDRESS; NO P.O. BOX], Parish of [PARISH], State of Louisiana.
(b) Registered Agent for Service of Process: [FULL LEGAL NAME], whose consent to appointment is evidenced by execution of these Articles.

3.5 Principal Business Office. [FULL ADDRESS INCLUDING PARISH, STATE, ZIP].

3.6 Management. The Company shall be [“Member-Managed” / “Manager-Managed”].
(a) If Member-Managed: All Members shall participate in the management of the Company in proportion to their respective Membership Interests, unless otherwise provided in the Operating Agreement.
(b) If Manager-Managed: Management of the Company is vested in one or more Managers. The name(s) and address(es) of the initial Manager(s) are:
 • [MANAGER NAME, ADDRESS]
 • [MANAGER NAME, ADDRESS]

3.7 Initial Members. The name and mailing address of each initial Member, together with the percentage Membership Interest issued to each, are set forth on Exhibit A attached hereto and incorporated herein by reference.

3.8 Capital Contributions. Each initial Member shall contribute the property (cash, tangible, or intangible) described on Exhibit A. No additional capital contributions shall be required except as set forth in the Operating Agreement.

3.9 Tax Classification. The Company shall be classified [“as a partnership for federal and state income tax purposes” / “as a disregarded entity” / “to elect classification as an association taxable as a corporation”]. The Organizer and the Members are authorized to take all actions necessary to effectuate such election.

3.10 Limited Liability. Except as otherwise required by law, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely those of the Company, and no Member or Manager shall be obligated personally for any such debt, obligation, or liability solely by reason of being a Member or Manager. See La. Rev. Stat. Ann. § 12:1320.

3.11 Indemnification. Subject to any limitations set forth in the Operating Agreement, the Company shall indemnify and hold harmless each Member, Manager, and Officer to the fullest extent permitted by La. Rev. Stat. Ann. § 12:1368, as the same may be amended from time to time.

3.12 Operating Agreement. The rights, powers, duties, obligations, and liabilities of the Members and Managers shall be as stated in the Louisiana LLC Law, except as modified by these Articles or a written Operating Agreement adopted by the Members. Nothing herein shall be construed to require filing of the Operating Agreement with the Secretary of State.

3.13 Amendment of Articles. These Articles may be amended or restated only in accordance with the Operating Agreement and the Louisiana LLC Law, and any such amendment or restatement shall be filed with the Secretary of State as required by law.

IV. REPRESENTATIONS & WARRANTIES OF ORGANIZER(S)

4.1 Authority. Each Organizer executing these Articles represents and warrants that he or she has full legal capacity and authority to do so.

4.2 Accuracy. Each Organizer represents and warrants that the information contained herein is accurate and complete as of the Effective Date.

4.3 Survival. The representations and warranties contained in this Article IV shall survive the filing of these Articles for a period of three (3) years.

V. COVENANTS & RESTRICTIONS (INITIAL OPERATING PROVISIONS)

5.1 Maintenance of Separate Entity. The Members covenant to maintain the Company’s separate legal existence, including without limitation maintaining separate books and records, bank accounts, and stationery.

5.2 Compliance with Law. The Company shall comply in all material respects with all applicable federal, state, and local laws, regulations, and ordinances.

5.3 Record-Keeping. The Company shall keep at its principal business office the records required by La. Rev. Stat. Ann. § 12:1319, including but not limited to (i) a current list of the full name and last known business address of each Member and Manager, (ii) copies of the Articles and amendments, (iii) copies of federal and state income tax returns, (iv) copies of financial statements, and (v) copies of any written Operating Agreement.

5.4 Prohibited Transfers. No Member may transfer all or any portion of his, her, or its Membership Interest except in accordance with the Operating Agreement or a written instrument unanimously approved by the Members.

VI. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute an Event of Default:
 (a) Material breach by a Member of any covenant, obligation, or agreement set forth in the Operating Agreement or these Articles;
 (b) Insolvency or bankruptcy of a Member;
 (c) Any other event designated as a default in the Operating Agreement.

6.2 Notice & Cure. Upon occurrence of an Event of Default, the non-defaulting Member(s) shall deliver written notice specifying the default. The defaulting Member shall have [NUMBER] days after receipt to cure the default.

6.3 Remedies. If the default is not cured within the applicable period, the non-defaulting Member(s) may exercise any rights and remedies available at law or equity, including without limitation (i) forced purchase or redemption of the defaulting Member’s Interest, (ii) injunctive relief, and (iii) recovery of actual damages, attorneys’ fees, and costs.

VII. RISK ALLOCATION

7.1 Indemnification. See Section 3.11 above.

7.2 Limitation of Liability. To the maximum extent permitted by applicable law, and except as provided by La. Rev. Stat. Ann. § 12:1320(B), the liability of each Member, Manager, and Officer to the Company and to the other Members is limited to the extent of his, her, or its capital contribution, except for acts or omissions involving fraud, intentional misconduct, or a knowing violation of law.

7.3 Insurance. The Company shall procure and maintain appropriate general liability, property, and, if applicable, professional liability insurance in commercially reasonable amounts.

7.4 Force Majeure. No Member or Manager shall be liable to the Company or to any other Member for any loss or damage arising out of any delay or failure to perform under these Articles or the Operating Agreement due to causes beyond such person’s reasonable control, including acts of God, war, terrorism, civil commotion, labor disputes, governmental action, or pandemics.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. These Articles and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of laws principles.

8.2 Forum Selection. Any suit, action, or proceeding arising out of or relating to the Company, these Articles, or the Operating Agreement shall be instituted exclusively in the [STATE BUSINESS COURT / “Civil District Court for the Parish of [PARISH]”].

8.3 Arbitration (Optional). [OPTIONAL CLAUSE – INSERT OR DELETE]
“Any controversy or claim arising out of or relating to these Articles or the breach thereof shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.”

8.4 Jury Waiver (Optional). [OPTIONAL CLAUSE – INSERT OR DELETE]
“EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING DIRECTLY OR INDIRECTLY OUT OF THESE ARTICLES.”

8.5 Injunctive Relief. Nothing in this Article shall limit the right of any party to seek and obtain temporary, preliminary, or permanent injunctive relief or specific performance.

IX. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver of any provision of these Articles shall be effective unless approved in the manner required by the Operating Agreement and the Louisiana LLC Law and, where required, filed with the Secretary of State.

9.2 Assignment. No party may assign any rights, duties, or obligations under these Articles except as permitted by the Operating Agreement and the Louisiana LLC Law.

9.3 Successors & Assigns. These Articles shall be binding upon and inure to the benefit of the Members and their respective successors and permitted assigns.

9.4 Severability. If any provision hereof is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be liberally construed to effectuate the original intent of the parties.

9.5 Integration. These Articles, Exhibit A, and any duly adopted Operating Agreement constitute the entire agreement of the parties with respect to the organization of the Company.

9.6 Counterparts. These Articles may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

9.7 Electronic Signatures. Signatures delivered by facsimile, emailed PDF, or other electronic means shall be deemed originals for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Organizer(s) execute these Articles of Organization effective as of the Effective Date written above.

CONSENT TO APPOINTMENT AS REGISTERED AGENT
I, [REGISTERED AGENT NAME], hereby accept the appointment as Registered Agent for service of process of [COMPANY NAME], L.L.C. and agree to comply with the duties of that office.

XI. ORGANIZER’S CERTIFICATE

The undersigned Organizer(s) certify under penalty of perjury that the foregoing Articles of Organization are true and correct and comply with the requirements of the Louisiana Limited Liability Company Law.

XII. SECRETARY OF STATE FILING INFORMATION & PUBLICATION GUIDANCE

A. Filing Requirements
1. Articles of Organization (this document)
2. Initial Report (La. Rev. Stat. Ann. § 12:1304)
• List of Managers/Members with municipal addresses
• Registered Office and Registered Agent information
3. Filing Fee: [CURRENT STATUTORY FEE] payable to “Louisiana Secretary of State.”
4. Submission: Online via GeauxBIZ portal or physical filing at 8585 Archives Ave., Baton Rouge, LA 70809.

B. Publication Requirements
1. Within thirty (30) days after formation, publish a single notice of organization in a newspaper of general circulation in the parish where the registered office is located.
2. The notice must include (i) the Company’s name, (ii) registered office address, and (iii) a statement that the Company is organized under the Louisiana Limited Liability Company Law.
3. Obtain and retain an Affidavit of Publication for the Company records; filing with the Secretary of State is not presently required.

C. Post-Formation Checklist
• Hold initial Members’ meeting; adopt Operating Agreement and resolutions.
• Obtain EIN from the IRS.
• Open Company bank account.
• Apply for any necessary state or local licenses and permits.
• File required tax registrations with the Louisiana Department of Revenue and applicable parishes/municipalities.

EXHIBIT A

INITIAL MEMBERS, MEMBERSHIP INTERESTS & CAPITAL CONTRIBUTIONS

[// GUIDANCE: Attach additional exhibits (e.g., Schedule of Managers, Buy-Sell Provisions) as needed. Ensure internal cross-references remain accurate after customization.]