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;
(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.