Effect of records that conflict with § 47-34A-103 or operating agreement

(a) If a record that has been delivered by a limited liability company to the Office of the Secretary of State for filing and has become effective under this chapter, contains a provision that would be ineffective under § 47-34A-103 if contained in the operating agreement, the provision is likewise ineffective in the record. (b) Subject to subsection (a) of this section, if a record that has been delivered by a limited liability company to the Office of the Secretary of State for filing, and which has become effective under this chapter, conflicts with a provision of the operating agreement: (1) The operating agreement prevails as to members, dissociated members, transferees, and managers; and (2) The record prevails as to other persons to the extent they reasonably rely on the record. Source: SL 2013, ch 233 , § 3.