§ 33-44-203 — 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 name and street address of the initial agent for service of process; (4) the name and address of each organizer; (5) whether the company is to be a term company and, if so, the term specified; (6) whether the company is to be manager-managed, and, if so, the name and address of 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 Section 33-44-303(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 Section 33-44-103(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.

Legislative History

HISTORY: 1996 Act No. 343, SECTION 2.