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     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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