47-34A-103.1. Effect of records that conflict with § 47-34A-103 or operating agreement.
131 words·~1 min read·
/sd/title-47/chapter-47-34/47-34a-103-1·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(a)If a record that has been delivered by a limited liability company to the Office of the Secretary of State for filing and has become effective under this chapter, contains a provision that would be ineffective under § 47-34A-103 if contained in the operating agreement, the provision is likewise ineffective in the record.
(b)Subject to subsection
(a)of this section, if a record that has been delivered by a limited liability company to the Office of the Secretary of State for filing, and which has become effective under this chapter, conflicts with a provision of the operating agreement:
(1)The operating agreement prevails as to members, dissociated members, transferees, and managers; and
(2)The record prevails as to other persons to the extent they reasonably rely on the record.