47-34A-203. [Effective on Nov. 15, 2020] 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;

(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);and

(8)    Whether the limited liability company is authorized to establish one or more series and the matters required under § 47-34A-702.

(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; SL 2020, ch 200, § 8, eff. Nov. 15, 2020.