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.