(a) Before January 1, 2017, this chapter governs only:
(1) a limited liability company formed on or after January 1, 2015; and
(2) except as otherwise provided in subsection (c), a limited liability company formed before January 1, 2015, which elects, in the manner provided in the limited liability company's operating agreement or as provided for by law for amending or restating the limited liability company's operating agreement, to be subject to this chapter.
(b) Except as otherwise provided in subsection (c), on and after January 1, 2017, this chapter governs all limited liability companies.
(c) For purposes of applying this chapter to a limited liability company formed before January 1, 2015:
(1) the limited liability company's formation document, whether articles of organization or certificate of formation, is deemed to be the limited liability company's certificate of formation;
(2) the limited liability company's operating agreement is deemed to be the limited liability company's limited liability company agreement;
(3) provisions in the limited liability company's formation documents, whether articles of organization or certificate of formation, shall operate as if those provisions were in the limited liability company's limited liability company agreement;
(4) if the limited liability company's formation document, whether articles of organization or certificate of formation, is amended or restated on or after January 1, 2015, and the limited liability company's formation document, whether articles of organization or certificate of formation, is in conflict with the limited liability company's limited liability agreement, then Section 10A-5A-1.10(d) shall govern; and
(5) any amendment or restatement of the limited liability company's formation document, whether articles of organization or certificate of formation, on or after January 1, 2015, shall conform with this chapter.
Last modified: May 3, 2021