§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 street address of the initial designated office, or if no street address is available, the rural post office number or post office box designated or made available by the United States Postal Service;

(3) The name and street address of the initial agent for service of process;

(4) The name and address of each organizer;

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

(6) 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

(7) 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]