47-34A-203. Articles of organization. (a) Articles of organization of a limited liability company must set forth:
(1) The name of the company;
(2) The address of the initial designated office;
(3) The information required by § 59-11-6;
(4) The name and address of each organizer;
(5) The duration of the company if other than perpetual;
(6) Whether the company is to be manager-managed, and, if so, the name and address for each initial manager; and
(7) Whether one or more of the members of the company are to be liable for its debts and obligations under § 47-34A-303(c).
(b) Articles of organization of a limited liability company may set forth:
(1) Provisions permitted to be set forth in an operating agreement; or
(2) Other matters not inconsistent with law.
(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of § 47-34A-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:
(1) The operating agreement controls as to managers, members, and members' transferees; and
(2) The articles of organization control as to persons, other than managers, members and their transferees, who reasonably rely on the articles to their detriment.Source:
SL 1998, ch 272, § 203; SL 2006, ch 228, § 8; SL 2008, ch 275, § 75.
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