LAW 571-001 – Lawyering Skills III


Drafting Articles of Organization

An LLC will be formed when a certificate of organization is issued when the articles of organization are filed properly with the fee. VLLCA 1004, VLLCA 1011(3)(D).

The articles of organization's address must include the Virginia city or county. VLLCA 1011(2).

Can limit the powers and purposes of an LLC, but probably don't want to. VLLCA 1009, VLLCA 1008.

Manager-managed is better for the class project because the owners do not want to run the business.

Do not let the manager sell the property. VLLCA 1021.1(C).

Track language of statute exactly and cite it.

For limiting authority over personal property, put it in operating agreement and refer to operating agreement in articles. Basically you still have to hope a third-party is in constructive notice of the public articles.

Rules for what to include in articles of organization:

  1. What is required to meet the minimums. VLLCA 1011(A)(1).
  2. Anything I want changed that can only be changed in the articles. VLLCA 1011.
  3. Anything I want to attempt to put third parties on notice of.
  4. Things I want to make it difficult for the members or my client to change.
    • Makes sure you have a written operating agreement. (Here, probably want unanimous amending.

Generally, making the lawyer the registered agent is a good idea.