§ 48-3a-201. Formation of limited liability company -- Certificate of organization.

(1) One or more persons may act as organizers to form a limited liability company by delivering to the division for filing a certificate of organization.

(2) A certificate of organization must state:

(a) the name of the limited liability company, which must comply with Section 48-3a-108;

(b) the street and mailing address of the limited liability company's principal office;

(c) the information required by Subsection 16-17-203(1);

(d) if the limited liability company is a low-profit limited liability company, a statement that the limited liability company is a low-profit limited liability company;

(e) if the limited liability company is a professional services company, the information required by Section 48-3a-1103; and

(f) if the limited liability company is to have one or more series in which the liabilities of the series are to be limited as contemplated by Subsection 48-3a-1201(2), notice of the limitation on liability in accordance with Section 48-3a-1202.

(3) A certificate of organization may contain statements as to matters other than those required by Subsection (2), but may not vary or otherwise affect the provisions specified in Subsection 48-3a-112(3) in a manner inconsistent with that section. However, a statement in a certificate of organization is not effective as a statement of authority.

(4) A limited liability company is formed when the limited liability company's certificate of organization becomes effective and at least one person becomes a member.

Enacted by Chapter 412, 2013 General Session