AI-assisted research summary: Articles of organization for an LLC must include specified basic information, may include some additional lawful matters, and may not override nonwaivable provisions.
(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]