§ 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.

Legislative History

SL 1998, ch 272, § 203; SL 2006, ch 228, § 8; SL 2008, ch 275, § 75; SL 2020, ch 200, § 8, eff. Nov. 15, 2020.