§10A-5A-2.01. Formation.

(a) In order to form a limited liability company, one or more organizers must execute a certificate of formation and deliver it for filing to the filing officer provided for in subsection (e). Notwithstanding Section 10A-1-3.05, the certificate of formation shall set forth:

(1) the name of the limited liability company, which must comply with Article 5 of Chapter 1;

(2) the address of the registered office required by Article 5 of Chapter 1;

(3) the name of the registered agent at the registered office required by Article 5 of Chapter 1;

(4) a statement that there is at least one member of the limited liability company;

(5) if applicable, a statement as provided in Section 10A-5A-11.02(b)(3); and

(6) any other matters the members determine to include therein.

(b) A limited liability company is formed when its certificate of formation becomes effective in accordance with Article 4 of Chapter 1.

(c) The fact that a certificate of formation has been filed and is effective in accordance with Article 4 of Chapter 1 is notice of the matters required to be included by Subsections (a)(1), (a)(2), (a)(3), and (a)(4) and if applicable, (a)(5), but is not notice of any other fact.

(d) A limited liability company agreement shall be entered into either before, after, or at the time of the filing of the certificate of formation and, whether entered into before, after, or at the time of the filing, may be made effective as of the filing of the certificate of formation or at any other time or date provided in the limited liability company agreement.

(e) A certificate of formation shall be delivered for filing to the judge of probate of the county in which the initial registered office of the limited liability company is located pursuant to Article 4 of Chapter 1 unless the certificate of formation is required to be delivered for filing to a different filing officer under Article 10 of this chapter.

(Act 2014-144, §1.)