Florida Llc Incorporation Guide
Summary
The articles of organization for a Florida LLC should include the LLCs name, principal office address, registered agent details, management structure, and purpose. The LLC can engage in various lawful activities, including intellectual property management, tokenization, and economic recovery. The management structure is manager-managed, providing centralized control and shielding members from liability. The company has broad powers, including forming SPVs, issuing tokens, and facilitating trading. Indemnification is provided for managers, directors, and officers, with defense costs covered under Florida law. Arbitration is the preferred dispute resolution method, and the company is protected against hostile takeovers.Full Conversation
i need to incorporate * Florida LLCs
Hey Chris! I see you want to incorporate * Florida LLCs. Is there any specific information or assistance you need regarding the incorporation process, or are you looking for a lawyer to help you with this?
I want draft articles of organization for each one: LLCs taxed as partnerships to facilitate net operating loss pass through.
Hey Chris! For drafting articles of organization for LLCs taxed as partnerships in Florida, here are some key points you need to include:
- Name of the LLC
- Principal office address
- Registered agent name and address
- Management structure (member-managed or manager-managed)
- Purpose of the LLC
- Statement indicating it will be taxed as a partnership
Would you like to be connected to a local lawyer who can help draft these documents precisely for your needs?
No, I want your help drafting based on notes I have and articles of incorporation I have for a defunct C corporation called Aregene.
Case Rating: *
Got it, Chris! Let's get started with drafting the articles of organization for your Florida LLCs. Based on the information you provided, here’s a template you can use for each LLC:
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Articles of Organization
Article I: Name
The name of the Limited Liability Company is:
[Name of LLC] Article II: Principal Office Address
The principal office address of the LLC is:
[Principal Office Address] Article III: Registered Agent
The name and address of the Registered Agent are:
- Name:
[Registered Agent Name]- Address:
[Registered Agent Address] Article IV: Management
The LLC is managed by:
[Member-managed or Manager-managed] Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida.
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
---
Please replace the placeholders with the specific details for each LLC. If you need further customization or have additional notes from the defunct C corporation, feel free to share them so we can tailor the drafts accordingly. Principal Office Address: * N. Alameda, St. Los Angeles, CA * Registered Agent: Danny Redman * N, Wickham Rd Suite * Melbourne, FL *
Case Rating: *
Thanks for providing the details, Chris. Here’s how the articles of organization for your Florida LLCs should look:
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Articles of Organization
Article I: Name
The name of the Limited Liability Company is: [Name of LLC]
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda, St. Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N, Wickham Rd Suite * Melbourne, FL *
Article IV: Management
The LLC is managed by: [Member-managed or Manager-managed]
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida.
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
---
Please replace the placeholders with the specific details for each LLC. If you have any additional notes from the defunct C corporation, feel free to share them for further customization.
Manager-managed
Case Rating: *
Thanks, Chris! Here's the updated draft for the articles of organization:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: [Name of LLC]
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda, St. Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N, Wickham Rd Suite * Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida.
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
---
Feel free to replace the placeholders with the specific details for each LLC. If you need further assistance, just let me know!
Prescient IP LLC dba Ignite IP
Case Rating: *
Hi Chris, it seems like you have all the necessary information to draft the articles of organization for your LLCs. If you need more guidance or have any other questions, feel free to ask!
Can you add language according to requests?
Case Rating: *
Sure, Chris! Here’s the updated draft for the articles of organization including the specific name you provided:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda, St. Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N, Wickham Rd Suite * Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida.
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
---
Feel free to let me know if you need any further modifications or have additional requests!
Please draft
Case Rating: *
Sure, Chris! To incorporate specific language from your provided document into the articles of organization, please share the exact text or sections you want to include. This will help in tailoring the draft more accurately to your needs. What specific language or clauses do you need incorporated?
please provide language supporting: Full Manager Indemnification, e.g. Explicit articles language matching Operating Agreements.
Exculpation , e.g.Manager shielded from liability absent fraud/gross negligence.
Advancement of Expenses, e.g. Defense fees paid in advance without judgment requirement.
Arbitration and Class Action , e.g. Waiver Embedded into organizational document itself (not just contracts).
Platform Risk Disclaimers , e.g. Token risk, marketplace risk, licensing risk, claim risk — fully disclosed.
Future Service Expansion Rights , e.g. Broad future-proof purpose clause ("including but not limited to...")
Tax Compliance Notice , e.g. Participants responsible, company endeavors to comply.
Flexible Governance Structure , e.g. Manager powers + ability to expand governance at discretion.
Case Rating: *
Sure, Chris! Here is the updated draft including the specific clauses you requested:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda, St. Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N, Wickham Rd Suite * Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to future service expansions.
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article VIII: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud or gross negligence.
Article IX: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding.
Article X: Arbitration and Class Action Waiver
Any disputes arising out of or related to these Articles or the LLC's operations shall be resolved through binding arbitration, and members waive their rights to bring or participate in class action lawsuits.
Article XI: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIII: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
---
Feel free to review and let me know if you need any further modifications!
please add language supporting Maximum legal protections (indemnifications, fiduciary waivers, arbitration),
• Broad operational flexibility,
• Future-proof technology clauses,
• Clear, expandable purpose statements,
• Risk and compliance disclaimers embedded,
Case Rating: *
Sure, Chris! Here’s the updated draft incorporating your requested language:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda, St. Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N, Wickham Rd Suite * Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to future service expansions.
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article VIII: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud or gross negligence.
Article IX: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding.
Article X: Arbitration and Class Action Waiver
Any disputes arising out of or related to these Articles or the LLC's operations shall be resolved through binding arbitration, and members waive their rights to bring or participate in class action lawsuits.
Article XI: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIII: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XIV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XV: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Feel free to review and let me know if you need any further modifications!
please add language supporting: *. Principal Office Address * N. Alameda St., Los Angeles, CA *
*. Registered Agent Information Danny Redman, * N. Wickham Rd, Suite *, Melbourne, FL *
*. Statement of Purpose (Expanded) Full platform functionality + flexible vertical expansion language
*. Management Structure Manager-Managed designation
*. Company Powers Broad lawful powers + securities, licensing, tokenization, recovery activities
*. Indemnification and Limitation of Liability Strong, detailed indemnity and protection language
*. Advancement of Expenses Manager legal defense pre-judgment
Case Rating: *
Sure, Chris! Here's the updated draft incorporating all your requested language:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion.
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
The LLC shall have broad lawful powers, including but not limited to securities, licensing, tokenization, and recovery activities.
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud or gross negligence.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding.
Article XI: Arbitration and Class Action Waiver
Any disputes arising out of or related to these Articles or the LLC's operations shall be resolved through binding arbitration, and members waive their rights to bring or participate in class action lawsuits.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
---
Feel free to review and let me know if there are any further modifications needed!
please add language supporting *. Arbitration and Dispute Resolution Mandatory arbitration + class action waiver embedded at organizational level
*. Tax Compliance and Participant Risk Disclosure Clarifies tax reporting obligations and user risk assumptions
*. Expansion Rights for Future Technology, Markets, Verticals DAO, tokenization, securities trading authorized without amendment
*. Special Purpose Vehicles (SPVs) Authority Allows IP securitization structures under LLC governance
*. Severability Clause Protects document integrity if parts are challenged
*. Execution Page Organizer name, signature block, effective date placeholder
Case Rating: *
Sure, Chris! Here's the updated draft incorporating all your requested language:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion.
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
The LLC shall have broad lawful powers, including but not limited to securities, licensing, tokenization, and recovery activities.
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud or gross negligence.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding.
Article XI: Arbitration and Class Action Waiver
Any disputes arising out of or related to these Articles or the LLC's operations shall be resolved through binding arbitration, and members waive their rights to bring or participate in class action lawsuits.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
Protects document integrity if parts are challenged.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
---
Feel free to review and let me know if there are any further modifications needed!
The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the laws of the State of Florids, including but not limited to:
• Intellectual property licensing, sales, fractionalization, and securitization;
• Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs");
• Tokenization of IP assets, fractional IP rights, and royalty streams;
•
• Participation in private internal trading exchanges and peer-to-peer licensing systems;
Case Rating: *
Hi Chris! Based on your detailed requests and the specific clauses you've provided, here's the final draft for the articles of organization incorporating all your language:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Full platform functionality and flexible vertical expansion
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
The LLC shall have broad lawful powers, including but not limited to securities, licensing, tokenization, and recovery activities.
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud or gross negligence.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding.
Article XI: Arbitration and Class Action Waiver
Any disputes arising out of or related to these Articles or the LLC's operations shall be resolved through binding arbitration, and members waive their rights to bring or participate in class action lawsuits.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
Protects document integrity if parts are challenged.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
---
Feel free to review and let me know if there are any further modifications needed!
also, • Facilitating collaborations for claim advancement and recovery operations;
• Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions;
• Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties;
• Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets;
• Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates;
• Offering educational, governance, and media content related to the Company's objectives;
• Building scalable multi-jurisdictional licensing and securitization structures.
Case Rating: *
Chris, it seems like you have a comprehensive and complex set of requirements for your articles of organization. Here’s the updated draft:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
The LLC shall have broad lawful powers, including but not limited to securities, licensing, tokenization, and recovery activities.
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud or gross negligence.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding.
Article XI: Arbitration and Class Action Waiver
Any disputes arising out of or related to these Articles or the LLC's operations shall be resolved through binding arbitration, and members waive their rights to bring or participate in class action lawsuits.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
Protects document integrity if parts are challenged.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
---
If there are any further modifications needed, feel free to let me know!
add The Company shall be Manager-Managed.
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
________________________________________
*. Powers of the Company
In addition to the general powers authorized under the Act, the Company shall have the power to:
• Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property;
Case Rating: *
Hey Chris! Here's the updated draft incorporating your requested language:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The Company shall be Manager-Managed. The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property.
The LLC shall have broad lawful powers, including but not limited to securities, licensing, tokenization, and recovery activities.
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud or gross negligence.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding.
Article XI: Arbitration and Class Action Waiver
Any disputes arising out of or related to these Articles or the LLC's operations shall be resolved through binding arbitration, and members waive their rights to bring or participate in class action lawsuits.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
Protects document integrity if parts are challenged.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
---
Feel free to review and let me know if there are any further modifications needed!
• Enter into securitization transactions involving IP assets and future royalty streams;
• Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets;
• Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets;
• Establish and operate trading venues or listing services for intellectual property and recovery claims;
• Invest in related businesses and technologies;
• Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces;
• Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives.
Case Rating: *
Chris, here's the updated draft for the articles of organization incorporating all your requested language:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud or gross negligence.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding.
Article XI: Arbitration and Class Action Waiver
Any disputes arising out of or related to these Articles or the LLC's operations shall be resolved through binding arbitration, and members waive their rights to bring or participate in class action lawsuits.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
Protects document integrity if parts are challenged.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
---
Feel free to review and let me know if there are any further modifications needed!
. Manager Indemnification and Limitation of Liability
To the fullest extent permitted by law:
• The Manager shall not be personally liable to the Company or its Members for monetary damages for breach of fiduciary duty, except for acts of fraud, gross negligence, or willful misconduct.
• The Company shall indemnify and hold harmless the Manager against any and all expenses, liabilities, claims, damages, or losses incurred in connection with the performance of Manager duties.
• Expenses (including attorneys’ fees) incurred by the Manager shall be advanced by the Company prior to the final disposition of proceedings, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Case Rating: *
Hi Chris! Here's the updated draft incorporating the Manager Indemnification and Limitation of Liability language:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article XI: Arbitration and Class Action Waiver
Any disputes arising out of or related to these Articles or the LLC's operations shall be resolved through binding arbitration, and members waive their rights to bring or participate in class action lawsuits.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
Protects document integrity if parts are challenged.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
---
Feel free to review and let me know if there are any further modifications needed!
Arbitration and Dispute Resolution
• All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
• No party shall have the right to bring or participate in a class action against the Company.
Case Rating: *
Arbitration clauses are generally enforceable, but the specifics can vary. For added protection, the terms should be clear and mutual.
Make sure to add the Arbitration and Dispute Resolution clause as follows:
---
Article XI: Arbitration and Dispute Resolution
- All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
- No party shall have the right to bring or participate in a class action against the Company.
---
If you need further modifications or have more questions, feel free to ask!
Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
• Participation in the Company's systems involves commercial, legal, tax, and financial risks;
• Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
• The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
• Participants remain responsible for their own tax reporting and legal compliance.
Case Rating: *
Hey Chris! Here's the updated draft with the Compliance Disclaimers and Participant Risk Acknowledgment clause added:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article XI: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
Protects document integrity if parts are challenged.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
---
Feel free to review and let me know if there are any further modifications needed!
Expansion and Flexibility Clauses
The Company expressly reserves the right to:
• Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
• Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
• Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
Case Rating: *
Hey Chris! Here's the updated draft including the Expansion and Flexibility Clauses:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article XI: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
Protects document integrity if parts are challenged.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXIII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIV: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
---
Feel free to review and let me know if there are any further modifications needed!
Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
________________________________________
Case Rating: *
Thanks, Chris! Here's the final draft with the Severability Clause added:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article XI: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXIII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIV: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
---
Feel free to review and let me know if there are any further modifications needed!
add Purpose of the Corporation
Broad lawful purposes.
Key Business Areas:
Scientific research
Generation and monetization of intellectual property (IP)
Licensing and sublicensing of IP
Digital platform development (including AI, internet-based technologies)
Operation of a commercial platform (ecommerce + services)
Accounts Receivable Hub (billing/payee of record functionality)
Providing insurance, benefits to employees, affiliates, participants
Case Rating: *
Hey Chris! Here's the updated draft including the additional Purpose of the Corporation and Key Business Areas:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
- Broad lawful purposes, including but not limited to:
- Scientific research
- Generation and monetization of intellectual property (IP)
- Licensing and sublicensing of IP
- Digital platform development (including AI, internet-based technologies)
- Operation of a commercial platform (ecommerce + services)
- Accounts Receivable Hub (billing/payee of record functionality)
- Providing insurance, benefits to employees, affiliates, participants
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article XI: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXIII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIV: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
---
Feel free to review and let me know if there are any further modifications needed!
purpose also Investment management, SPV structuring, JV partnering
Fractionalization and trading of equity and shares
Monetization and securitization of economic harm claims
Supporting IP creators, licensors, and licensees
Exploration of biotechnologies
Creating commerce initiatives, coins (e.g., Peace Coin)
Facilitating transfer of Net Operating Losses (NOLs)
Case Rating: *
Hey Chris! Here's the updated draft including the additional purposes:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
- Investment management, SPV structuring, JV partnering
- Fractionalization and trading of equity and shares
- Monetization and securitization of economic harm claims
- Supporting IP creators, licensors, and licensees
- Exploration of biotechnologies
- Creating commerce initiatives, coins (e.g., Peace Coin)
- Facilitating transfer of Net Operating Losses (NOLs)
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article XI: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXIII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIV: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
---
Feel free to review and let me know if there are any further modifications needed!
Corporate Powers
Full range of corporate powers, including:
Issuing debt, guarantees, securities
Acquiring and selling property
Lending and investing funds
Licensing IP and selling IP
Becoming promoters, partners, managers in other entities
Paying pensions and establishing benefit plans
Conducting operations inside or outside Florida
Making charitable or public welfare contributions
Case Rating: *
Here’s the final draft of the articles of organization, including all your specified clauses and corporate powers:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
- Investment management, SPV structuring, JV partnering
- Fractionalization and trading of equity and shares
- Monetization and securitization of economic harm claims
- Supporting IP creators, licensors, and licensees
- Exploration of biotechnologies
- Creating commerce initiatives, coins (e.g., Peace Coin)
- Facilitating transfer of Net Operating Losses (NOLs)
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article XI: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXIII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIV: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
Article XXV: Corporate Powers
Full range of corporate powers, including:
- Issuing debt, guarantees, securities
- Acquiring and selling property
- Lending and investing funds
- Licensing IP and selling IP
- Becoming promoters, partners, managers in other entities
- Paying pensions and establishing benefit plans
- Conducting operations inside or outside Florida
- Making charitable or public welfare contributions
---
Feel free to review and let me know if there are any further modifications needed!
Making charitable or public welfare contributions
Authorized Capital Stock
*,*,*,* shares of Common Stock.
Case Rating: *
Chris, it seems like you have a thorough and detailed set of requirements for your articles of organization, including the recent addition of charitable contributions and authorized capital stock. Here's the final draft incorporating these elements:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
- Investment management, SPV structuring, JV partnering
- Fractionalization and trading of equity and shares
- Monetization and securitization of economic harm claims
- Supporting IP creators, licensors, and licensees
- Exploration of biotechnologies
- Creating commerce initiatives, coins (e.g., Peace Coin)
- Facilitating transfer of Net Operating Losses (NOLs)
- Making charitable or public welfare contributions
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
- Issuing debt, guarantees, securities
- Acquiring and selling property
- Lending and investing funds
- Licensing IP and selling IP
- Becoming promoters, partners, managers in other entities
- Paying pensions and establishing benefit plans
- Conducting operations inside or outside Florida
- Making charitable or public welfare contributions
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article XI: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXIII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIV: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
Article XXV: Authorized Capital Stock
*,*,*,* shares of Common Stock.
---
Feel free to review and let me know if there are any further modifications needed!
add Protections against:
Hostile takeovers
Related party transactions
Detailed definitions provided for:
"Interested Stockholder"
"Continuing Director"
"Business Combination Transaction";
Add Manager can:
Amend bylaws
Issue stock/debt
Purchase assets
Merge, acquire, dissolve, liquidate
Make material business changes
Case Rating: *
Sure, Chris! Here's the final draft incorporating all your requirements and the additional protections, definitions, and manager powers:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
- Investment management, SPV structuring, JV partnering
- Fractionalization and trading of equity and shares
- Monetization and securitization of economic harm claims
- Supporting IP creators, licensors, and licensees
- Exploration of biotechnologies
- Creating commerce initiatives, coins (e.g., Peace Coin)
- Facilitating transfer of Net Operating Losses (NOLs)
- Making charitable or public welfare contributions
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
- Issuing debt, guarantees, securities
- Acquiring and selling property
- Lending and investing funds
- Licensing IP and selling IP
- Becoming promoters, partners, managers in other entities
- Paying pensions and establishing benefit plans
- Conducting operations inside or outside Florida
- Making charitable or public welfare contributions
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article XI: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXIII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIV: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
Article XXV: Authorized Capital Stock
*,*,*,* shares of Common Stock.
Article XXVI: Protections Against Hostile Takeovers and Related Party Transactions
- The Company shall implement measures to protect against hostile takeovers and related party transactions.
Article XXVII: Detailed Definitions
- "Interested Stockholder": An individual or entity holding a significant ownership interest that may influence corporate decisions.
- "Continuing Director": A board member who was serving before a takeover attempt and continues to serve afterward.
- "Business Combination Transaction": Any merger, acquisition, consolidation, or similar transaction involving the Company.
Article XXVIII: Manager Powers
The Manager shall have the authority to:
- Amend bylaws
- Issue stock/debt
- Purchase assets
- Merge, acquire, dissolve, liquidate
- Make material business changes
---
Feel free to review and let me know if there are any further modifications needed!
Indemnification
Full indemnification rights for directors, officers, and advisors against lawsuits, fines, settlements, etc.
Defense costs covered under Florida law.
Case Rating: *
For full indemnification rights for directors, officers, and advisors, and coverage of defense costs under Florida law, consider the following key points:
- Full indemnification of directors, officers, and advisors against lawsuits, fines, settlements, and other liabilities.
- Advancement of defense costs prior to the final disposition of proceedings.
- Coverage should comply with Florida statutes and corporate governance documents.
- Exceptions for indemnification should include fraud, gross negligence, and willful misconduct.
Would you like to include this language in your articles of organization or have specific clauses to add?
ok
Case Rating: *
Chris, here's the updated draft with the full indemnification rights for directors, officers, and advisors:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
- Investment management, SPV structuring, JV partnering
- Fractionalization and trading of equity and shares
- Monetization and securitization of economic harm claims
- Supporting IP creators, licensors, and licensees
- Exploration of biotechnologies
- Creating commerce initiatives, coins (e.g., Peace Coin)
- Facilitating transfer of Net Operating Losses (NOLs)
- Making charitable or public welfare contributions
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
- Issuing debt, guarantees, securities
- Acquiring and selling property
- Lending and investing funds
- Licensing IP and selling IP
- Becoming promoters, partners, managers in other entities
- Paying pensions and establishing benefit plans
- Conducting operations inside or outside Florida
- Making charitable or public welfare contributions
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article XI: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXIII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIV: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
Article XXV: Authorized Capital Stock
*,*,*,* shares of Common Stock.
Article XXVI: Protections Against Hostile Takeovers and Related Party Transactions
The Company shall implement measures to protect against hostile takeovers and related party transactions.
Article XXVII: Detailed Definitions
- "Interested Stockholder": An individual or entity holding a significant ownership interest that may influence corporate decisions.
- "Continuing Director": A board member who was serving before a takeover attempt and continues to serve afterward.
- "Business Combination Transaction": Any merger, acquisition, consolidation, or similar transaction involving the Company.
Article XXVIII: Manager Powers
The Manager shall have the authority to:
- Amend bylaws
- Issue stock/debt
- Purchase assets
- Merge, acquire, dissolve, liquidate
- Make material business changes
Article XXIX: Indemnification
The LLC shall provide full indemnification rights for directors, officers, and advisors against lawsuits, fines, settlements, and other liabilities.
Defense costs covered under Florida law.
Advancement of defense costs prior to the final disposition of proceedings.
Coverage should comply with Florida statutes and corporate governance documents.
Exceptions for indemnification shall include fraud, gross negligence, and willful misconduct.
---
Feel free to review and let me know if there are any further modifications needed!
indemnification for managers
Case Rating: *
Hey! In California, managers can be indemnified under certain conditions. Here are a few key points:
- California Corporations Code Section * provides for indemnification of directors, officers, employees, and agents.
- Indemnification can cover expenses, attorney fees, settlements, and judgments.
- The indemnification must be in good faith and in the best interest of the corporation.
- It cannot cover actions involving fraud, gross negligence, or willful misconduct.
Is there a specific indemnification clause or situation you need help with?
Highly flexible structure to operate a multi-functional technology, IP, and finance platform.
Explicit authorization to act as a financial services intermediary (investment manager, accounts receivable agent, platform operator).
Built-in anti-takeover protections.
Supports intellectual property commercialization and NOL transfer strategies.
Strong focus on insurance, benefits, and platform-driven economic harm recovery models.
Case Rating: *
Chris, here's the updated draft including all your specified clauses, protections, definitions, and manager powers:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: Prescient IP LLC dba Ignite IP
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
- Investment management, SPV structuring, JV partnering
- Fractionalization and trading of equity and shares
- Monetization and securitization of economic harm claims
- Supporting IP creators, licensors, and licensees
- Exploration of biotechnologies
- Creating commerce initiatives, coins (e.g., Peace Coin)
- Facilitating transfer of Net Operating Losses (NOLs)
- Making charitable or public welfare contributions
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
- Issuing debt, guarantees, securities
- Acquiring and selling property
- Lending and investing funds
- Licensing IP and selling IP
- Becoming promoters, partners, managers in other entities
- Paying pensions and establishing benefit plans
- Conducting operations inside or outside Florida
- Making charitable or public welfare contributions
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article XI: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXIII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIV: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
Article XXV: Authorized Capital Stock
*,*,*,* shares of Common Stock.
Article XXVI: Protections Against Hostile Takeovers and Related Party Transactions
The Company shall implement measures to protect against hostile takeovers and related party transactions.
Article XXVII: Detailed Definitions
- "Interested Stockholder": An individual or entity holding a significant ownership interest that may influence corporate decisions.
- "Continuing Director": A board member who was serving before a takeover attempt and continues to serve afterward.
- "Business Combination Transaction": Any merger, acquisition, consolidation, or similar transaction involving the Company.
Article XXVIII: Manager Powers
The Manager shall have the authority to:
- Amend bylaws
- Issue stock/debt
- Purchase assets
- Merge, acquire, dissolve, liquidate
- Make material business changes
Article XXIX: Indemnification
The LLC shall provide full indemnification rights for directors, officers, and advisors against lawsuits, fines, settlements, and other liabilities.
Defense costs covered under Florida law.
Advancement of defense costs prior to the final disposition of proceedings.
Coverage should comply with Florida statutes and corporate governance documents.
Exceptions for indemnification shall include fraud, gross negligence, and willful misconduct.
---
If you have any further modifications or need additional assistance, feel free to let me know!
Can I suggest changes to the current structure/document?
Case Rating: *
Absolutely, feel free to suggest any changes or additions to the current structure or document. Your input is valuable to ensure that the final document meets all your requirements. What specific changes or additions would you like to make?
Change name to JIRA LLC
Case Rating: *
Sure, Chris! Here’s the updated draft with the name change to JIRA LLC:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: JIRA LLC
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Management
The LLC is managed by: Manager-managed
The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
Article V: Purpose
The purpose of the LLC is to engage in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including but not limited to full platform functionality and flexible vertical expansion, and specifically:
- Intellectual property licensing, sales, fractionalization, and securitization
- Creation, issuance, and management of Intellectual Property-Backed Recovery Certificates ("IPBRCs")
- Tokenization of IP assets, fractional IP rights, and royalty streams
- Participation in private internal trading exchanges and peer-to-peer licensing systems
- Facilitating collaborations for claim advancement and recovery operations
- Facilitating interactions for wallet services, governance participation, marketplace engagement, and digital asset transactions
- Management of Special Purpose Vehicles ("SPVs") for the securitization of IP rights and royalties
- Development, ownership, licensing, leasing, and sale of intellectual property, patents, copyrights, trademarks, and trade secrets
- Management of associated financial instruments, including options, warrants, derivatives, tokens, and asset-backed certificates
- Offering educational, governance, and media content related to the Company's objectives
- Building scalable multi-jurisdictional licensing and securitization structures
- Investment management, SPV structuring, JV partnering
- Fractionalization and trading of equity and shares
- Monetization and securitization of economic harm claims
- Supporting IP creators, licensors, and licensees
- Exploration of biotechnologies
- Creating commerce initiatives, coins (e.g., Peace Coin)
- Facilitating transfer of Net Operating Losses (NOLs)
- Making charitable or public welfare contributions
Article VI: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VII: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
- Issuing debt, guarantees, securities
- Acquiring and selling property
- Lending and investing funds
- Licensing IP and selling IP
- Becoming promoters, partners, managers in other entities
- Paying pensions and establishing benefit plans
- Conducting operations inside or outside Florida
- Making charitable or public welfare contributions
Article VIII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article IX: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article X: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article XI: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XII: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XIII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIV: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XVI: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVII: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVIII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XIX: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XXI: Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Article XXII: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXIII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIV: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
Article XXV: Authorized Capital Stock
*,*,*,* shares of Common Stock.
Article XXVI: Protections Against Hostile Takeovers and Related Party Transactions
The Company shall implement measures to protect against hostile takeovers and related party transactions.
Article XXVII: Detailed Definitions
- "Interested Stockholder": An individual or entity holding a significant ownership interest that may influence corporate decisions.
- "Continuing Director": A board member who was serving before a takeover attempt and continues to serve afterward.
- "Business Combination Transaction": Any merger, acquisition, consolidation, or similar transaction involving the Company.
Article XXVIII: Manager Powers
The Manager shall have the authority to:
- Amend bylaws
- Issue stock/debt
- Purchase assets
- Merge, acquire, dissolve, liquidate
- Make material business changes
Article XXIX: Indemnification
The LLC shall provide full indemnification rights for directors, officers, and advisors against lawsuits, fines, settlements, and other liabilities.
Defense costs covered under Florida law.
Advancement of defense costs prior to the final disposition of proceedings.
Coverage should comply with Florida statutes and corporate governance documents.
Exceptions for indemnification shall include fraud, gross negligence, and willful misconduct.
---
Feel free to review and let me know if there are any further modifications needed!
Article IV – Purpose
The purpose of the Company includes, but is not limited to:
Facilitating, monetizing, securitizing, trading, licensing, pooling, tokenizing, and otherwise commercializing valid Recovery Claims, including Harm Recovery Certificates ("HRCs") and Economic Recovery Certificates ("ERCs");
Supporting claimants in validating, advancing, fractionating, and recovering value from their claims;
Issuing Recovery Claim-based certificates, tokenized assets, and other digital financial instruments;
Managing Recovery Pools, Treasuries, and decentralized governance structures (DAOs) for claim aggregation;
Case Rating: *
Hey Chris! Here's the updated draft incorporating your detailed purpose statement for the company:
---
Articles of Organization
Article I: Name
The name of the Limited Liability Company is: JIRA LLC
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Purpose
The purpose of the Company includes, but is not limited to:
- Facilitating, monetizing, securitizing, trading, licensing, pooling, tokenizing, and otherwise commercializing valid Recovery Claims, including Harm Recovery Certificates ("HRCs") and Economic Recovery Certificates ("ERCs");
- Supporting claimants in validating, advancing, fractionating, and recovering value from their claims;
- Issuing Recovery Claim-based certificates, tokenized assets, and other digital financial instruments;
- Managing Recovery Pools, Treasuries, and decentralized governance structures (DAOs) for claim aggregation;
- Engaging in any lawful business for which a Limited Liability Company may be organized under the laws of Florida, including full platform functionality and flexible vertical expansion.
Article V: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VI: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
- Issuing debt, guarantees, securities
- Acquiring and selling property
- Lending and investing funds
- Licensing IP and selling IP
- Becoming promoters, partners, managers in other entities
- Paying pensions and establishing benefit plans
- Conducting operations inside or outside Florida
- Making charitable or public welfare contributions
Article VII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article VIII: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article IX: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article X: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XI: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIII: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XIV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XV: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVI: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XVIII: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XIX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XX: Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Article XXI: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIII: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
Article XXIV: Authorized Capital Stock
*,*,*,* shares of Common Stock.
Article XXV: Protections Against Hostile Takeovers and Related Party Transactions
The Company shall implement measures to protect against hostile takeovers and related party transactions.
Article XXVI: Detailed Definitions
- "Interested Stockholder": An individual or entity holding a significant ownership interest that may influence corporate decisions.
- "Continuing Director": A board member who was serving before a takeover attempt and continues to serve afterward.
- "Business Combination Transaction": Any merger, acquisition, consolidation, or similar transaction involving the Company.
Article XXVII: Manager Powers
The Manager shall have the authority to:
- Amend bylaws
- Issue stock/debt
- Purchase assets
- Merge, acquire, dissolve, liquidate
- Make material business changes
Article XXVIII: Indemnification
The LLC shall provide full indemnification rights for directors, officers, and advisors against lawsuits, fines, settlements, and other liabilities.
- Defense costs covered under Florida law.
- Advancement of defense costs prior to the final disposition of proceedings.
- Coverage should comply with Florida statutes and corporate governance documents.
- Exceptions for indemnification shall include fraud, gross negligence, and willful misconduct.
---
Feel free to review and let me know if there are any further modifications needed!
Collaborating for IP-related claims, and for wallet, marketplace, and trading platform integrations;
Facilitating auctions, marketplaces, listings, secondary trading, and exchanges for Recovery Claim assets;
Organizing litigation funding structures, recovery securitization entities, or SPVs (Special Purpose Vehicles);
Conducting educational services related to Recovery Claim rights, asset securitization, and economic harm mitigation;
Licensing or developing technology platforms related to economic recovery, trading engines, governance modules, and wallet ecosystems;
Engaging in any lawful business in furtherance of economic harm recovery, claim rights securitization, platform development, digital marketplace expansion, and governance system implementation.
Case Rating: *
Hey Chris! Based on the detailed requirements and purposes you’ve provided, here's the updated draft incorporating all your specific needs:
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Articles of Organization
Article I: Name
The name of the Limited Liability Company is: JIRA LLC
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Purpose
The purpose of the Company includes, but is not limited to:
- Facilitating, monetizing, securitizing, trading, licensing, pooling, tokenizing, and otherwise commercializing valid Recovery Claims, including Harm Recovery Certificates ("HRCs") and Economic Recovery Certificates ("ERCs");
- Supporting claimants in validating, advancing, fractionating, and recovering value from their claims;
- Issuing Recovery Claim-based certificates, tokenized assets, and other digital financial instruments;
- Managing Recovery Pools, Treasuries, and decentralized governance structures (DAOs) for claim aggregation;
- Collaborating for IP-related claims, and for wallet, marketplace, and trading platform integrations;
- Facilitating auctions, marketplaces, listings, secondary trading, and exchanges for Recovery Claim assets;
- Organizing litigation funding structures, recovery securitization entities, or SPVs (Special Purpose Vehicles);
- Conducting educational services related to Recovery Claim rights, asset securitization, and economic harm mitigation;
- Licensing or developing technology platforms related to economic recovery, trading engines, governance modules, and wallet ecosystems;
- Engaging in any lawful business in furtherance of economic harm recovery, claim rights securitization, platform development, digital marketplace expansion, and governance system implementation.
Article V: Taxation
The LLC will be taxed as a partnership to facilitate the pass-through of net operating losses.
Article VI: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property
- Enter into securitization transactions involving IP assets and future royalty streams
- Issue, manage, and record fractional ownership interests and digital tokens representing interests in Company assets
- Acquire, hold, sell, license, pledge, or otherwise transfer intellectual property and digital assets
- Establish and operate trading venues or listing services for intellectual property and recovery claims
- Invest in related businesses and technologies
- Develop new verticals and expand into related fields such as governance tokens, streaming rights, claim securitization, and content marketplaces
- Form, own, and operate subsidiaries and SPVs as necessary or advisable to advance Company objectives
- Issuing debt, guarantees, securities
- Acquiring and selling property
- Lending and investing funds
- Licensing IP and selling IP
- Becoming promoters, partners, managers in other entities
- Paying pensions and establishing benefit plans
- Conducting operations inside or outside Florida
- Making charitable or public welfare contributions
Article VII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article VIII: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article IX: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to a written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article X: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association.
No party shall have the right to bring or participate in a class action against the Company.
Article XI: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIII: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XIV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XV: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVI: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XVIII: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XIX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XX: Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Article XXI: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIII: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
Article XXIV: Authorized Capital Stock
*,*,*,* shares of Common Stock.
Article XXV: Protections Against Hostile Takeovers and Related Party Transactions
The Company shall implement measures to protect against hostile takeovers and related party transactions.
Article XXVI: Detailed Definitions
- "Interested Stockholder": An individual or entity holding a significant ownership interest that may influence corporate decisions.
- "Continuing Director": A board member who was serving before a takeover attempt and continues to serve afterward.
- "Business Combination Transaction": Any merger, acquisition, consolidation, or similar transaction involving the Company.
Article XXVII: Manager Powers
The Manager shall have the authority to:
- Amend bylaws
- Issue stock/debt
- Purchase assets
- Merge, acquire, dissolve, liquidate
- Make material business changes
Article XXVIII: Indemnification
The LLC shall provide full indemnification rights for directors, officers, and advisors against lawsuits, fines, settlements, and other liabilities.
- Defense costs covered under Florida law.
- Advancement of defense costs prior to the final disposition of proceedings.
- Coverage should comply with Florida statutes and corporate governance documents.
- Exceptions for indemnification shall include fraud, gross negligence, and willful misconduct.
---
Feel free to review and let me know if there are any further modifications needed!
Step *: Management Structure
Section Title Article V – Management Structure
What It Does Establishes Manager-Managed LLC with full authority vested in Manager(s).
Why It’s Important Shields members from liability and ensures strong, centralized control for strategic actions.
Extra Protections Authorizes delegation to Officers and contractors, ensures Manager(s) discretion in all key areas (contracts, banking, settlements, trading, litigation, tokenization).
✅ Protects management control and shields Members from operational burdens.
Case Rating: *
It looks like you've put together a comprehensive draft for your LLC's articles of organization. If you have any more specific changes or need further assistance with particular sections, feel free to let me know!
Step *: Company Powers
Section Title Article VI – Powers of the Company
What It Does Lists specific operational powers including: forming SPVs, issuing recovery tokens, operating recovery claim marketplaces, facilitating litigation funding, pooling claims, setting up DAOs, managing treasuries, staking, token listings.
Why It’s Important Ensures the Company can execute its mission without needing constant Articles amendments.
Extra Protections Provides authority for secondary trading, decentralized governance, and digital finance operations.
✅ Makes JIRA LLC legally future-proof for tokenized recovery economies and platform integrations.
Case Rating: *
Based on your detailed requirements, here is the updated draft including Articles V and VI:
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Articles of Organization
Article I: Name
The name of the Limited Liability Company is: JIRA LLC
Article II: Principal Office Address
The principal office address of the LLC is: * N. Alameda St., Los Angeles, CA *
Article III: Registered Agent
The name and address of the Registered Agent are:
- Name: Danny Redman
- Address: * N. Wickham Rd, Suite *, Melbourne, FL *
Article IV: Purpose
The purpose of the Company includes, but is not limited to:
- Facilitating, monetizing, securitizing, trading, licensing, pooling, tokenizing, and otherwise commercializing valid Recovery Claims, including Harm Recovery Certificates ("HRCs") and Economic Recovery Certificates ("ERCs");
- Supporting claimants in validating, advancing, fractionating, and recovering value from their claims;
- Issuing Recovery Claim-based certificates, tokenized assets, and other digital financial instruments;
- Managing Recovery Pools, Treasuries, and decentralized governance structures (DAOs) for claim aggregation;
- Collaborating for IP-related claims, and for wallet, marketplace, and trading platform integrations;
- Facilitating auctions, marketplaces, listings, secondary trading, and exchanges for Recovery Claim assets;
- Organizing litigation funding structures, recovery securitization entities, or SPVs (Special Purpose Vehicles);
- Conducting educational services related to Recovery Claim rights, asset securitization, and economic harm mitigation;
- Licensing or developing technology platforms related to economic recovery, trading engines, governance modules, and wallet ecosystems;
- Engaging in any lawful business in furtherance of economic harm recovery, claim rights securitization, platform development, digital marketplace expansion, and governance system implementation.
Article V: Management Structure
The Company shall be Manager-Managed. The business and affairs of the Company shall be conducted under the direction of one or more Managers, whose identities and powers shall be established under the Company’s Operating Agreement.
- Shields members from liability and ensures strong centralized control for strategic actions.
- Authorizes delegation to Officers and contractors, ensures Manager(s) discretion in all key areas (contracts, banking, settlements, trading, litigation, tokenization).
Article VI: Company Powers
In addition to the general powers authorized under the Act, the Company shall have the power to:
- Engage in the sale, licensing, leasing, financing, tokenization, and commercialization of intellectual property;
- Form SPVs;
- Issue recovery tokens;
- Operate recovery claim marketplaces;
- Facilitate litigation funding;
- Pool claims;
- Set up DAOs;
- Manage treasuries;
- Engage in staking;
- List tokens;
- Facilitate secondary trading;
- Engage in decentralized governance and digital finance operations.
Article VII: Full Manager Indemnification
The LLC shall indemnify and hold harmless its Managers to the fullest extent permitted by law from and against any and all claims, liabilities, damages, and expenses arising out of their role, except in cases of fraud or gross negligence.
Article VIII: Exculpation
No Manager of the LLC shall be liable to the LLC or its members for monetary damages for breach of fiduciary duty, except for liability arising from fraud, gross negligence, or willful misconduct.
Article IX: Advancement of Expenses
The LLC shall advance expenses incurred by a Manager in defending any action, suit, or proceeding prior to the final disposition of such action, suit, or proceeding, subject to written undertaking to repay advances if ultimately determined ineligible for indemnification.
Article X: Arbitration and Dispute Resolution
All disputes between the Company and any Member, Manager, Officer, or Participant shall be resolved through mandatory binding arbitration under the rules of the American Arbitration Association. No party shall have the right to bring or participate in a class action against the Company.
Article XI: Platform Risk Disclaimers
Members acknowledge and accept full disclosure of risks associated with token risk, marketplace risk, licensing risk, and claim risk.
Article XII: Tax Compliance Notice
Participants are responsible for their own tax obligations. The company endeavors to comply with all applicable tax regulations.
Article XIII: Flexible Governance Structure
The Manager has the authority to make decisions regarding the governance of the LLC and has the ability to expand or modify the governance structure at their discretion.
Article XIV: Broad Operational Flexibility
The LLC shall have the flexibility to operate and manage its business in a manner that allows for the adaptation and implementation of future-proof technologies and business practices.
Article XV: Maximum Legal Protections
The LLC shall incorporate maximum legal protections for its Managers and members, including indemnifications, fiduciary waivers, and arbitration agreements.
Article XVI: Arbitration and Dispute Resolution
Mandatory arbitration and class action waiver are embedded at the organizational level.
Article XVII: Tax Compliance and Participant Risk Disclosure
Clarifies tax reporting obligations and user risk assumptions.
Article XVIII: Expansion Rights for Future Technology, Markets, Verticals
DAO, tokenization, securities trading authorized without amendment.
Article XIX: Special Purpose Vehicles (SPVs) Authority
Allows IP securitization structures under LLC governance.
Article XX: Severability Clause
If any provision of these Articles of Organization is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Article XXI: Execution Page
Organizer name, signature block, effective date placeholder.
Article XXII: Compliance Disclaimers and Participant Risk Acknowledgment
Participants, IP holders, claimants, and users engaging with the Company acknowledge:
- Participation in the Company's systems involves commercial, legal, tax, and financial risks;
- Fractionalized IP interests, tokens, certificates, and securitized assets may be speculative and illiquid;
- The Company endeavors to comply with applicable laws but cannot guarantee regulatory treatment;
- Participants remain responsible for their own tax reporting and legal compliance.
Article XXIII: Expansion and Flexibility Clauses
The Company expressly reserves the right to:
- Expand into additional verticals including but not limited to education services, governance models, decentralized autonomous organization (DAO) structures, real-world asset tokenization, disaster recovery securitization, environmental claims securitization, and creative content licensing;
- Modify governance, token systems, platform features, and operating models without requiring amendment to these Articles, subject to applicable law;
- Form SPVs, subsidiaries, partnerships, or joint ventures as deemed appropriate by the Manager.
Article XXIV: Authorized Capital Stock
*,*,*,* shares of Common Stock.
Article XXV: Protections Against Hostile Takeovers and Related Party Transactions
The Company shall implement measures to protect against hostile takeovers and related party transactions.
Article XXVI: Detailed Definitions
- "Interested Stockholder": An individual or entity holding a significant ownership interest that may influence corporate decisions.
- "Continuing Director": A board member who was serving before a takeover attempt and continues to serve afterward.
- "Business Combination Transaction": Any merger, acquisition, consolidation, or similar transaction involving the Company.
Article XXVII: Manager Powers
The Manager shall have the authority to:
- Amend bylaws;
- Issue stock/debt;
- Purchase assets;
- Merge, acquire, dissolve, liquidate;
- Make material business changes.
Article XXVIII: Indemnification
The LLC shall provide full indemnification rights for directors, officers, and advisors against lawsuits, fines, settlements, and other liabilities.
- Defense costs covered under Florida law.
- Advancement of defense costs prior to the final disposition of proceedings.
- Coverage should comply with Florida statutes and corporate governance documents.
- Exceptions for indemnification shall include fraud, gross negligence, and willful misconduct.
---
Feel free to review and let me know if there are any further modifications needed!
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