29-3201. Formation of limited liability company; articles of organization
A. One or more persons may act as organizers to form a limited liability company by delivering to the commission for filing the articles of organization.
B. The articles of organization must state all of the following:
1. The name of the limited liability company that complies with section 29-3112.
2. The principal address, which may be the same as the mailing address of the company's statutory agent.
3. The name and street and mailing addresses in this state of the company's statutory agent.
4. Whether the company is a manager-managed limited liability company or a member-managed limited liability company and either of the following:
(a) If the company is a manager-managed limited liability company, the name and address of each manager and the name and address of each member who owns a twenty percent or greater interest in the capital or profits of the company.
(b) If the company is a member-managed limited liability company, the name and address of each member of the company.
C. The articles of organization may contain statements as to matters other than those required by subsection B of this section but may not vary or otherwise affect the provisions specified in section 29-3105, subsections C and D in a manner inconsistent with section 29-3105.
D. A limited liability company is formed when the articles of organization become effective.
E. A parent limited liability company and its subsidiary limited liability companies may be formed at the same time.
F. The filing of the articles of organization by the commission is conclusive proof that all conditions precedent that are required to be performed by the organizers have been satisfied and that the limited liability company has been legally organized and formed under this chapter.
G. Within sixty days after the commission files the articles of organization, either of the following must occur:
1. A notice of the filing of the articles shall be published in a newspaper of general circulation in the county of the statutory agent's street address for three consecutive publications containing the information required in subsection B of this section. An affidavit evidencing the publication may be filed with the commission.
2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130 if the statutory agent's street address is in a county with a population of more than eight hundred thousand persons.
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