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 address of its principal place of business in this state and, if different, its registered office and the name and address of its registered agent at the registered office in this state;
     (d) (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 street 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 street addresses of the initial members;
     (e) 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);
     (f) 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; and
     (g) 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.

     History: En. Sec. 9, Ch. 120, L. 1993; amd. Sec. 20, Ch. 229, L. 1999; amd. Sec. 6, Ch. 302, L. 1999.