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As the founding document for a limited liability company (LLC) or statutory close corporation, articles of organization, by their nature, have serious legal consequences. For example, if there is a conflict between an entity's articles of organization and the entity's operating agreement, in many states the operating agreement, to the extent of the conflict, will be deemed invalid.
Further, to be effective, certain provisions (e.g., waiver of a board of directors for a statutory close corporation) must be stated in the articles of organization. A provision in the operating agreement alone would be ineffective.
Actual state forms for articles of organization can be obtained from the state's secretary of state's office. These agencies typically allow the downloading of the forms directly from their web sites. They also will mail forms upon request. In particular, it may be advisable to use the actual official Nevada forms, or verify with the state that facsimiles of the official forms are acceptable, as the official forms are organized in a distinct table format.
The files contain one-page documents in rich text format (RTF) that is suitable for use with most word processing programs used in the Windows environment.
Sample Articles of Organization for a Delaware LLC
Sample Articles of Organization for a Nevada LLC
Sample Articles of Incorporation for a Delaware Statutory Close Corporation
Sample Articles of Incorporation for a Nevada Statutory Close Corporation
The sample forms include sections on the following:
- company name, address and purpose of business
- organizational structure: member-managed or manager-managed in an LLC; use of board of directors or shareholder management in a statutory close corporation
- naming of a registered agent
- number of members or shareholder interests
- names and addresses of organizers or incorporators
Establishing the Business Entity