428-203 Articles of organization. (a) Articles of organization of a limited liability company shall set forth:

(1) The name of the company;

(2) The mailing address of the company's initial principal office and the information required by section 425R-4(a);

(3) The name and address of each organizer;

(4) Whether the duration of the company is for a specified term and, if so, the period specified;

(5) Whether the company is to be manager-managed, and:

(A) If so, the name and address of each initial manager, and the number of initial members; or

(B) If not, the name and address of each initial member; and

(6) Whether the members of the company are to be liable for its debts and obligations under section 428-303(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 428-103(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 rely on the articles to their detriment.

(d) The duration of a limited liability company is at-will unless a term for its duration is specified in its articles of organization. [L 1996, c 92, pt of 1; am L 2000, c 219, 70; am L 2002, c 130, 104; am L 2009, c 55, 55]

 

 

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