Articles of Organization
(Indemnification Clause) (NY LLC)

Summary

This is a template for an articles of organization (indemnification clause) (NY LLC) for use by a limited liability company (LLC) that is being formed under New York law. This template includes practical guidance and drafting notes. The initial articles or organization must be signed by an organizer or organizers of the LLC, which organizer may be, but does not have to be, a member of the LLC being formed. Signed articles of organization should be delivered to the New York Department of State; provided that the document complies in form with the requirements of law and any required filing fee has been paid, the instrument will be filed and indexed by the Department of State. It is critical that the articles be drafted with care and be thoroughly reviewed by counsel with all persons that sign the document and all managers of the LLC, to ensure that there are no false statements contained in the document. This particular version includes a clause providing broad indemnification by the LLC to its members, managers, and employees in certain instances where they are made a party to a legal action in lieu of the position they hold in the LLC. For a full listing of key content covering New York limited liability company formation, organization, maintenance, ownership, management, and dissolution, see Limited Liability Company Resource Kit (NY). For further guidance, see Formation and Qualification (NY LLC).