<section number="48-3a-201"><enddate type="RN">10/1/2026</enddate><histories><history>Renumbered and Amended by Chapter <modchap sess="2026GS">93</modchap>, 2026 General Session</history><modyear>2026</modyear><history>Enacted by Chapter <modchap sess="2013GS">412</modchap>, 2013 General Session</history><modyear>2013</modyear></histories><catchline>Formation of limited liability company -- Certificate of organization.</catchline><subsection number="48-3a-201(1)">
One or more persons may act as organizers to form a limited liability company by delivering to the division for filing a certificate of organization.</subsection><subsection number="48-3a-201(2)">
A certificate of organization must state:
<subsection number="48-3a-201(2)(a)">
the name of the limited liability company, which must comply with Section <xref depth="3" refnumber="48-3a-108" start="0">48-3a-108</xref>;</subsection><subsection number="48-3a-201(2)(b)">
the street and mailing address of the limited liability company's principal office;</subsection><subsection number="48-3a-201(2)(c)">
the information required by Subsection <xref depth="4" refnumber="16-17-203(1)" start="0">16-17-203(1)</xref>;</subsection><subsection number="48-3a-201(2)(d)">
if the limited liability company is a low-profit limited liability company, a statement that the limited liability company is a low-profit limited liability company;</subsection><subsection number="48-3a-201(2)(e)">
if the limited liability company is a professional services company, the information required by Section <xref depth="3" refnumber="48-3a-1103" start="0">48-3a-1103</xref>; and</subsection><subsection number="48-3a-201(2)(f)">
if the limited liability company is to have one or more series in which the liabilities of the series are to be limited as contemplated by Subsection <xref depth="4" refnumber="48-3a-1201(2)" start="0">48-3a-1201(2)</xref>, notice of the limitation on liability in accordance with Section <xref depth="3" refnumber="48-3a-1202" start="0">48-3a-1202</xref>.</subsection></subsection><subsection number="48-3a-201(3)">
A certificate of organization may contain statements as to matters other than those required by Subsection <xref depth="4" refnumber="48-3a-201(2)" start="0">(2)</xref>, but may not vary or otherwise affect the provisions specified in Subsection <xref depth="4" refnumber="48-3a-112(3)" start="0">48-3a-112(3)</xref> in a manner inconsistent with that section.  However, a statement in a certificate of organization is not effective as a statement of authority.</subsection><subsection number="48-3a-201(4)">
A limited liability company is formed when the limited liability company's certificate of organization becomes effective and at least one person becomes a member.</subsection></section>