47-34A-203. Articles of organization.(a) Articles of organization of a limited liability company must set forth:(1)The name of the company;(2)The address of the initial designated office;(3)The information required by §59-11-6;(4)The name and address of each organizer;(5)The duration of the company if other than perpetual;(6)Whether the company is to be manager-managed, and, if so, the name and address for each initial manager;(7)Whether one or more of the members of the company are to be liable for its debts and obligations under §47-34A-303(c);and(8)Whether the limited liability company is authorized to establish one or more series and the matters required under §47-34A-702.(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 §47-34A-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; 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 reasonably rely on the articles to their detriment. Source: SL 1998, ch 272, § 203; SL 2006, ch 228, § 8; SL 2008, ch 275, § 75; SL 2020, ch 200, § 8, eff. Nov. 15, 2020.
South Dakota Legal Code