86.161 - Articles of organization: Required and optional provisions. - Nevada Statutes

86.161  Articles of organization: Required and optional provisions.

      1.  The articles of organization must set forth:

      (a) The name of the limited-liability company;

      (b) The information required pursuant to NRS 77.310;

      (c) The name and address, either residence or business, of each of the organizers signing the articles;

      (d) If the company is to be managed by:

             (1) One or more managers, the name and address, either residence or business, of each initial manager; or

             (2) The members, the name and address, either residence or business, of each initial member;

      (e) If the company is to have one or more series of members and the debts or liabilities of any series are to be enforceable against the assets of that series only and not against the assets of another series or the company generally, a statement to that effect and a statement:

             (1) Setting forth the relative rights, powers and duties of the series; or

             (2) Indicating that the relative rights, powers and duties of the series will be set forth in the operating agreement or established as provided in the operating agreement; and

      (f) If the company is to be a restricted limited-liability company, a statement to that effect.

      2.  The articles may set forth any other provision, not inconsistent with law, which the members elect to set out in the articles of organization for the regulation of the internal affairs of the company, including any provisions which under this chapter are required or permitted to be set out in the operating agreement of the company.

      3.  It is not necessary to set out in the articles of organization:

      (a) The rights of the members to contract debts on behalf of the limited-liability company if the limited-liability company is managed by its members;

      (b) The rights of the manager or managers to contract debts on behalf of the limited-liability company if the limited-liability company is managed by a manager or managers; or

      (c) Any of the powers enumerated in this chapter.

      (Added to NRS by 1991, 1293; A 1993, 1012; 1995, 1126, 2107; 1997, 716; 1999, 1612; 2003, 3136; 2003, 20th Special Session, 63; 2005, 2190; 2007, 2670; 2009, 1694)