Articles of organization

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  • (a) Articles of organization of a limited liability company must set forth:

    • (1) the name of the company;

    • (2) the physical and mailing addresses of the initial designated office;

    • (3) the name and physical address of the initial agent for service of process;

    • (4) the name and physical address of each organizer;

    • (5) the minimum amount of capital with which the company will commence business, which shall not be less than $1,000;

    • (6) whether the company is to be a term company and, if so, the term specified;

    • (7) whether the company is to be manager-managed, and, if so, the name, physical and mailing address of each initial manager; and

    • (8) whether one or more of the members of the company are to be liable for its debts and obligations under section 1303, subsection (c) of this chapter.

  • (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 section 1104, subsection (b) of this chapter. 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.


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