§ 3023 - Articles of organization - Vermont Statutes

§ 3023. Articles of organization

(a) Articles of organization of a limited liability company shall set forth:

(1) the name of the company;

(2) the address of the initial designated office;

(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 company is a term limited liability company and, if so, the duration of the term;

(6) whether the company is an L3C;

(7) whether the company is to be manager-managed, and, if so, the name and address of each initial manager; and

(8) whether the members of the company are to be liable for its debts and obligations under subsection 3043(b) of this title.

(b) Articles of organization of a limited liability company may set forth:

(1) provisions permitted to be set forth in an operating agreement; and

(2) other matters not inconsistent with law.

(c) Articles of organization of a limited liability company may not vary the non-waivable provisions of subsection (b) of section 3003 of this title. 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 relied on the articles to their detriment.

(d) A limited liability company is an at-will company unless it is designated in its articles of organization as a term company.

(e) A limited liability company shall file the address of its principal office with the secretary of state within 90 days after its articles of organization are filed. (Added 1995, No. 179 (Adj. Sess.), § 4; amended 2007, No. 106 (Adj. Sess.), § 3, eff. April 30, 2008.)