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UNCW BLA 361 - Limited Liability Company

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State of North CarolinaDepartment of the Secretary of StateLimited Liability CompanyARTICLES OF ORGANIZATIONPursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned does herebysubmit these Articles of Organization for the purpose of forming a limited liability company.1. The name of the limited liability company is: ___________________________________2. If the limited liability company is to dissolve by a specific date, the latest date on which thelimited liability company is to dissolve: (If no date for dissolution is specified, there shallbe no limit on the duration of the limited liability company.)___________________3. The name and address of each person executing these articles of organization is asfollows: (State whether each person is executing these articles of organization in thecapacity of a member, organizer or both).4. The street address and county of the initial registered office of the limited liabilitycompany is:Number and Street ________________________________________________________City, State, Zip Code _____________________________County ___________________5. The mailing address if different from the street address of the initial registered office is:6. The name of the initial registered agent is: _____________________________________7. Check one of the following:______(i) Member-managed LLC: all members by virtue of their status as membersshall be managers of this limited liability company.______(ii) Manager-managed LLC: except as provided by N.C.G.S. Section 57C-3-20(a), the members of this limited liability company shall not be managers by virtue oftheir status as members.8. Any other provisions which the limited liability company elects to include are attached.9. These articles will be effective upon filing, unless a date and/or time is specified:___________________________________This is the____ day of _______________, 20______.________________________________________________________________________ Signature____________________________________Type or Print Name and TitleNOTES:1. Filing fee is $125. This document and one exact or conformed copy of these articles must be filed withthe Secretary of State.(Revised January 2000) (Form L-01)CORPORATIONS DIVISION P.O. Box 29622 RALEIGH, NC 27626-0622Instructions for FilingLIMITED LIABILITY COMPANYARTICLES OF ORGANIZATIONItem 1 Enter the complete company name, which must include a limited liability company ending required byN.C.G.S. § 57C-2-30(a) (limited liability company, L.L.C., ltd. liability co., limited liability co., or ltd.liability company).Item 2 Enter the latest date on which the limited liability company may dissolve. If no date for dissolution isspecified, there shall be no limit on the duration of the limited liability company. (See N.C.G.S §57C-2-30)Item 3 Enter the name and address of each person who executes the articles of organization and whether they areexecuting them in the capacity of a member or of an organizer or both. Unless the articles of organizationprovide otherwise, each person executing the articles of organization in the capacity of a member of thelimited liability company becomes a member at the time that the filing by the Secretary of State of thearticles of organization of the limited liability company becomes effective. (See N.C.G.S. § 57C-3-01)Item 4 Enter the complete street address of the registered office and the county in which it is located.Item 5 Enter the complete mailing address of the registered office only if mail is not delivered to the streetaddress shown in Item 4 or if the registered agent prefers to have mail delivered to a P.O. Box or Drawer.Item 6 Enter the name of the registered agent. The registered agent must be either an individual whoresides in North Carolina; a domestic business corporation, nonprofit corporation, or limited liabilitycompany whose business office is identical with the registered office; or a foreign corporation, nonprofitcorporation or limited liability company authorized to transact business in North Carolina whose businessoffice is identical with the registered office.Item 7 Unless the articles of organization provide otherwise, all members shall be managers of the LLC, togetherwith any other persons designated as managers in the LLC’s written operating agreement. If the articlesof organization provide that all members are not necessarily managers by virtue of their status asmembers, then those persons designated as managers in the operating agreement shall manage the LLC,except for such period during which no designation has been made or is in effect, in which case allmembers shall be managers.Item 8 N.C.G.S. §57C-2-21(b) states that the articles of organization may contain any provision not inconsistentwith law, including any matter that under Chapter 57C is permitted to be set forth in a limited liabilitycompany’s operating agreement. The name and address of each of the initial members of the limitedliability company may be stated as an attachment. Unless the articles of organization provide otherwise,each person who is named in the articles of organization as a member of the limited liability companybecomes a member at the time that the filing by the Secretary of State of the articles of organization of thelimited liability company becomes effective. (See N.C.G.S. § 57C-3-01)Item 9 The document will be effective on the date and at the time of filing, unless a delayed date or an effectivetime (on the day of filing) is specified. If a delayed effective date is specified without a time, thedocument will be effective at 11:59 p.m. Raleigh, North Carolina time on the day specified. If a delayedeffective date is specified, the document will be effective on the day and at the time specified. A delayedeffective date may be specified up to and including the 90th day after the day of filing.Date and ExecutionEnter the date the document was executed.In the blanks provided enter:• The name of the entity executing the Articles of Organization; if an individual, leave blank.• The signature of the member and/or organizer or representative of the organizing entity.• The name of the member and/or organizer or name of the above-signed representative.• The title of the individual or entity executing the Articles of Organization (i.e. Organizer, Member orboth)• The document may, but need not, contain an acknowledgment, verification, or


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UNCW BLA 361 - Limited Liability Company

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