Articles of Association for LLC serve as the primary governing document that creates a Limited Liability Company in the United States. This document is essential when forming a new LLC and must be filed with the appropriate state agency. The Articles outline crucial information about the company's structure, including its name, registered agent, principal office address, management structure, and member rights. It provides the legal framework for the company's existence and operations, ensuring compliance with state-specific regulations. The document is particularly important as it establishes the LLC's separate legal identity from its owners and provides liability protection for its members.
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1. Article 1: Company Formation: Sets forth the company name, purpose, principal office location, and registered agent details
2. Article 2: Members: Details initial members, capital contributions, membership interests and certificates
3. Article 3: Management: Establishes management structure, voting rights, meetings procedures, and decision-making processes
4. Article 4: Capital Accounts: Specifies maintenance of capital accounts, allocations of profits and losses
5. Article 5: Distributions: Outlines distribution rules, procedures, and limitations
6. Article 6: Books and Records: Details requirements for maintaining company records, accounting methods, and fiscal year
7. Article 7: Dissolution: Sets forth events triggering dissolution and winding up procedures
1. Transfer Restrictions: Additional rules and restrictions regarding the transfer of membership interests, including right of first refusal provisions
2. Buy-Sell Provisions: Detailed procedures for buying and selling membership interests, including valuation methods and payment terms
3. Special Tax Provisions: Specific tax elections and procedures for special tax situations
4. Competing Activities: Non-compete and non-solicitation provisions for members
1. Schedule A: Members List: Comprehensive list of initial members with their contact information and ownership percentages
2. Schedule B: Capital Contributions: Detailed breakdown of initial capital contributions, including type and value of contributions
3. Appendix 1: Voting Rights: Detailed voting procedures, rights, and any special voting arrangements
4. Appendix 2: Management Structure: Organizational chart and detailed management responsibilities
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