35-8-202. Articles of organization. (1) The articles of organization must set forth:
(a) the name of the limited liability company that satisfies the requirements of 35-8-103;
(b) whether the company is a term company and, if so, the term specified;
(c) the complete business mailing address of its principal office, wherever located;
(d) the information required by 35-7-105(1);
(e) (i) if the limited liability company is to be managed by a manager or managers, a statement that the company is to be managed in that fashion and the names and business mailing addresses of managers who are to serve as managers until the first meeting of members or until their successors are elected;
(ii) if the management of a limited liability company is reserved to the members, a statement that the company is to be managed in that fashion and the names and business mailing addresses of the initial members;
(f) whether one or more members of the company are to be liable for the limited liability company's debts and obligations under 35-8-304(3);
(g) if the limited liability company is a professional limited liability company, a statement to that effect and a statement of the professional service or services it will render;
(h) if the limited liability company has one or more series of members, the operating agreement of each series of members in writing;
(i) if the limited liability company has one or more series of members, a statement of whether the debts or liabilities of any series of members are to be enforceable against the assets of that series of members only and not against the assets of another series of members or the limited liability company generally;
(j) if the limited liability company has one or more series of members, a statement setting forth the relative rights, powers, and duties of each series of members or indicating that the relative rights, powers, and duties of each series of members will be set forth in the operating agreement or established as provided in the operating agreement; and
(k) any other provision, not inconsistent with law, that the members elect to set out in the articles, including but not limited to a statement of whether there are limitations on the authority of members or management to bind the limited liability company.
(2) It is not necessary to set out in the articles of organization any of the powers enumerated in 35-8-107.
(3) The articles of organization may not vary the nonwaivable provisions set out in 35-8-109. As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:
(a) the operating agreement controls as to managers, members, and a member's transferee; and
(b) the articles of organization control as to a person, other than a manager, member, and member's transferee, that reasonably relies on the articles of organization to that person's detriment.
(4) The articles of organization or operating agreement may provide that the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series of members are enforceable against the assets of that series of members only and not against the assets of the limited liability company generally or any other series of members.
History: En. Sec. 9, Ch. 120, L. 1993; amd. Sec. 20, Ch. 229, L. 1999; amd. Sec. 6, Ch. 302, L. 1999; amd. Sec. 14, Ch. 75, L. 2003; amd. Sec. 57, Ch. 240, L. 2007; amd. Sec. 16, Ch. 26, L. 2011; amd. Sec. 4, Ch. 183, L. 2013.