Free LLD1.pmd - West Virginia

Natalie E. Tennant Secretary of State State Capitol Building 1900 Kanawha Blvd. East Charleston, WV 25305-0770

WEST VIRGINIA ARTICLES OF ORGANIZATION OF LIMITED LIABILITY COMPANY

Penney Barker, Manager Corporations Division Tel: (304) 558-8000 Fax: (304) 558-8381 Hours: 8:30 a.m. - 5:00 p.m. ET

Control #_ __ __ __ __

We, acting as organizers according to West Virginia Code §31B-2-202, adopt the following Articles of Organization for a West Virginia Limited Liability Company:

1 . The name of the West Virginia limited liability company shall be: [The name must contain one of the required
terms such as "limited liability company" or abbreviations such as "LLC" or "PLLC"--see instructions for list of acceptable terms.]

2. The company will be an: 3. The address of the initial designated office of the company in WV, if any, will be:
[need not be a place of the company's business]

LLC
Street: City/State/Zip:

professional LLC for the profession of

WV

4. The mailing address of the principal
office, if different, will be:

Street/Box: City/State/Zip:

5. The name and mailing address of
the agent for service of process, if any, is:

Name: Street: City/State/Zip:

6. The name and address of each organizer.
Name No. & Street City, State, Zip

7. The company will be:

an at-will company, for an indefinite period. a term company, for the term of years.

FFORM LLD-1

Issued by the Secretary of State, State Capitol, Charleston, WV 25305-0770

Revised 1/09

WEST VIRGINIA ARTICLES OF ORGANIZATION OF LIMITED LIABILITY COMPANY

Page 2

8. The Company will be:
member-managed.
[List the name and address of each member with signature authority, attach an extra sheet if needed]

OR

manager-managed, [List the name
and address of each manager with signature authority, attach an extra sheet if needed.]

Name

Address

City, State, Zip

9.

All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations or liabilities of the company.

NO -- All debts, obligations and liabilities are those of the company. YES -- Those persons who are liable in their capacity as members for all debts, obligations or liability of the company have consented to this in writing.

10.

The purposes for which this limited liability company is formed are as follows:
(Describe the type(s) of business activity which will be conducted, for example, "real estate," "construction of residential and commercial buildings," "commercial printing," "professional practice of architecture.")

11.

Other provisions which may be set forth in the operating agreement or matters not inconsistent with law:
[See instructions for further information; use extra pages if necessary.]

12. 13.

The number of pages attached and included in these Articles is _________. The requested effective date is:
[Requested date may not be earlier than filing nor later than 90 days after filing.]

the date & time of filing the following date ______________ and time__________________

Contact and Signature Information:

14.

The number of acres it holds or expects to hold in West Virginia is: Phone #___________________ Contact person:

15. Signature of manager of a manager-managed company, member of a member-managed company, person organizing the company, if the company has not been formed or attorney-in-fact for any of the above.

Name [print or type]

Title/Capacity

Signature

RESET

Natalie E. Tennant Secretary of State State Capitol Building 1900 Kanawha Blvd. East Charleston, WV 25305-0770

INSTRUCTIONS FOR FILING ARTICLES OF ORGANIZATION FOR A WEST VIRGINIA L.L.C. or P.L.L.C.

Penney Barker,Manager CORPORATIONS DIVISION Tel: (304) 558-8000 Fax: (304) 558-8381 Hours: 8:30 a.m. - 5:00 p.m. ET

BEFORE you fill out the application: The company name you select will be approved only if it is available-- that is, if the
name is not the same as and is distinguishable from any other name which has been reserved or filed. If you prepare LLC papers without applying for and receiving a name reservation, you do so at your own risk. A telephone check on availability of a name is not a guarantee. You may apply for a name reservation in writing, accompanied by a $15 fee payable to the Secretary of State, mailed to the address shown above. Once approved, you are guaranteed exclusive use of the name for 120 days, enough time to prepare and submit the articles. If you plan to do business under any name, other than the name on your certificate of organization, you must register that trade name with the Secretary of State. Failure to do so could result in a fine or imprisonment.

FILLING OUT THE APPLICATION:
Section 1. Enter the exact name of the company, and be sure to include one of the required terms: "limited liability company," "limited company," or the abbreviations "L.L.C.", "LLC", "L.C." or "LC". "Limited" may be abbreviated a "Ltd." and "Company" may be abbreviated as "Co." [WV Code §31B-1-105] Professional companies must use "professional limited liability company," "professional L.L.C.", "professional LLC", "P.L.L.C." or "PLLC". [WV Code §31B-13-1303] Section 2. Check the first box unless your company qualifies as a professional LLC. A professional LLC may be organized only by one or more persons licensed or otherwise legally authorized to provide the same or compatible professional services or to practice together within the state. No person may be a member of the PLLC who is not licensed or otherwise legally authorized to render the profession service for which the PLLC was organized. Only the following professions listed below under the specified articles of Chapter 30 of West Virginia Code may form a PLLC. If you are a member of another profession, please contact your licensing board before attempting to establish your business as a regular LLC. Attorneys-at-law [Article 2] Physicians & podiatrists [Article 3] Dentists [Article 4] Optometrists [Article 8] Accountants [Article 9] Veterinarians [Article 10] Architects [Article 12] Engineers [Article 13] Osteopathic physicians [Article 14] Chiropractors [Article 16] and surgeons Psychologists [Article 30] Land Surveyors [Article 13a] Important! The secretary of state cannot complete your filing until confirmation is received from the licensing board that the licenses of your members are current and in effect. A PLLC is required to carry at all times at $1 million of professional liability insurance. [See W. Va. Code §31B-13-1305] Section 3. The designated office need not be the principal place of business. You may change the designated office by filing with the secretary of state a statement of change giving the company name, old address and new address for the designated office (fee $15). Section 4. Please list the mailing address of your principal office.

Section 5. You may wish to maintain an "agent of process" in West Virginia who can receive service of a summons or complaint. The agent may be an individual resident of the state, a domestic corporation, another limited liability company or a foreign corporation or foreign company authorized to do business in this state. Your may change your agent by filing with the secretary of state a statement of change giving both the current and new agent's name and address, as well as the agent's written consent to act as agent (fee $15). Section 6. One or more persons may organize a limited liability company. The name and address of each organizer having authority to execute instruments on behalf of the limited liability company is required.

Section 7. An at-will company will continue to exist until voluntarily terminated or administratively dissolved. A term company is one in which its members have agreed to remain members until the expiration of a term specified in the articles. If neither box is marked or the length of the term not specified, the company will be established as an at-will company. Section 8. For a member-managed company, the authority to transact business and execute instruments is in the hands of the members, and any member may act to carry on the ordinary course of company's business as an agent of the company. For a managermanaged company, a manager, who may or may not be a member, is an agent of the company for the purpose of its business. See WV Code §31B for more information about the authority of members & managers. You need to list any members or managers with signature authority. Section 9. Do not check yes to this question unless and until you have in hand the written consent of those members who are liable for all debts, obligations and liabilities of the company agreeing to the adoption of or to be bound by this provision in the operating agreement. The liabilities may not be assigned on the belief that members will consent. Section 10. The State Tax Department requests that you describe the purposes of the limited liability company clearly to insure you receive all the necessary information about registering with the required state agencies. Please note that filing articles of organization alone does not qualify you to do business in West Virginia. You must obtain a business license from the Department of Tax and Revenue, and you may be required to meet other licensing requirements to do the type of business you intend. Attach an extra page if needed. Section 11. The articles may include provisions permitted to be set forth in an operating agreement [but may not vary the nonwaivable provisions of W. Va. Code §31B-1-103(b)] and other matters not inconsistent with law. If any provision of the operating agreement is inconsistent with the articles of organization, the articles control as to persons other than managers, members and their transferees who reasonably rely on the articles to their detriment. Section 12. Give the number of attached pages to insure your complete filing is recorded.

Section 13. You may accept the date of filing as your effective date, or assign a future date and time when the company will be activated. If the date you give is more than 90 days after the filing date, the active date will be the 90th day after filing. If you do not specify a time, the filing is effective at the close of business on that date. Section 14. Enter the number of acres the company desires to hold in West Virginia. If your company holds more than 10,000 acres of land, you must submit a fee of 5¢ for each acre over 10,000 NOTICE: W. Va. Code §31B-2-211 requires every limited liability company to file an annual report between January 1 and April 1 of each year following the calendar year in which you begin business in WV. CHARITABLE REGISTRATION: If your company receives contributions, donations or grants, registration as a charitable organization may be required. Contact our office for more information or visit www.wvsos.com.

Fee for filing Articles of Organization
Fee for filing Articles of Organization Excess acreage Add $15 for each certified copy of articles requested Amount enclosed, payable to Secretary of State $100 + +