This is part one of a series on single owner LLC formation.
- Articles of Organization
- Initial Member Resolutions
- Member Resolutions
- Operating Agreement
- Schedule of Members
- Written Action of Organizer
ARTICLES OF ORGANIZATION
The undersigned Organizer, being a natural person of at least eighteen (18) years of age, in order to form a limited liability company under the Minnesota Revised Uniform Limited Liability Company Act, Minn. Stat. § 322C, and a professional limited liability company under the Minnesota Professional Firms Act, Minn. Stat. § 319B, hereby adopts the following Articles of Organization.
ARTICLE 1: COMPANY NAME
The name of the professional limited liability company is [COMPANY NAME], hereinafter referred to in these Articles of Organization as the “Company.”
ARTICLE II: REGISTERED OFFICE AND AGENT
The street address of the Registered Office of the Company in the State of Minnesota and name of the Agent for service of process of the Company at the Registered Office shall be as follows:
The Registered Office and Agent may be changed in the manner provided by law.
ARTICLE III: ORGANIZER
The name and street address of the Organizer of the Company, who is a natural person of full age, is [NAME], [ADDRESS].
ARTICLE IV: PURPOSE AND POWERS
The professional limited liability company is organized for the purpose of the professional practice of licensed independent clinical social work, and all services and business activities ancillary thereto, through persons qualified to provide licensed independent clinical social worker services in the State of Minnesota.
ARTICLE V: PERIOD OF EXISTENCE
Unless dissolved earlier according to law, the duration of the Company shall be perpetual.
ARTICLE VI: ACTIONS BY WRITTEN CONSENT
Any action to be taken by the members of the Company may be taken by written action signed by the members who own voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members were present.
ARTICLE VII: LIMITED LIABILITY
Except as otherwise expressly agreed to under a separate written agreement, the debts, liabilities and obligations of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company to the maximum extent permitted by law, and no member of the Company shall be personally liable for the acts, debts, obligations or liabilities of the Company merely on the account of his/her/its status as a member. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under these Articles, an Operating Agreement, the Minnesota Professional Firms Act, or the Minnesota Revised Uniform Limited Liability Company Act shall not be grounds for imposing liability on the member to the Company for any debt, obligation or liability of the Company.
ARTICLE VIII: MINNESOTA PROFESSIONAL FIRMS ACT ELECTION
The Company elects to operate under and be subject to the Minnesota Professional Firms Act, Minn. Stat. § 319B.01, et seq.
ARTICLE IX: QUALIFICATION OF MEMBERS
All members of the Company shall be persons duly licensed by the Minnesota Board of Social Work to provide licensed independent clinical social worker services in the State of Minnesota.
ARTICLE X: QUALIFICATION OF MANAGEMENT
The business of the Company shall be conducted under the exclusive management of the members and officers, all of whom shall be persons licensed by the Minnesota Board of Social Work to provide licensed independent clinical social worker services in the State of Minnesota.
IN WITNESS WHEREOF, the undersigned Organizer has executed these Articles of Organization on this ______ day of _______________, 2015.