§31B-2-203. 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 in West Virginia, if any, and the mailing address of the principal office;
(3) The name and address of the initial agent for service of process, if any;
(4) The name and address of each organizer and of each member having authority to execute instruments on behalf of the limited liability company;
(5) Whether the company is to be a term company and, if so, the term specified;
(6) Whether the company is to be manager-managed and, if so, the name and address of each initial manager;
(7) Whether one or more of the members of the company are to be liable for its debts and obligations under section 3-303(c); and
(8) The purpose or purposes for which the limited liability company is organized.
(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 1-103(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 reasonably rely on the articles to their detriment.
§31B-2-203. 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 in West Virginia, if any, and the mailing address of the principal office;
(3) The name and address of the initial agent for service of process, if any;
(4) The name and address of each organizer and of each member having authority to execute instruments on behalf of the limited liability company;
(5) Whether the company is to be a term company and, if so, the term specified;
(6) Whether the company is to be manager-managed and, if so, the name and address of each initial manager;
(7) Whether one or more of the members of the company are to be liable for its debts and obligations under section 3-303(c); and
(8) The purpose or purposes for which the limited liability company is organized.
(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 1-103(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 reasonably rely on the articles to their detriment.
§31B-2-203. 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 in West Virginia, if any, and the mailing address of the principal office;
(3) The name and address of the initial agent for service of process, if any;
(4) The name and address of each organizer and of each member having authority to execute instruments on behalf of the limited liability company;
(5) Whether the company is to be a term company and, if so, the term specified;
(6) Whether the company is to be manager-managed and, if so, the name and address of each initial manager;
(7) Whether one or more of the members of the company are to be liable for its debts and obligations under section 3-303(c); and
(8) The purpose or purposes for which the limited liability company is organized.
(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 1-103(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 reasonably rely on the articles to their detriment.
