Certificate of organization.
(1) One or more persons may act as organizers to form a limited liability company by signing and delivering to the secretary of state for filing a certificate of organization.
(2)A certificate of organization must state:
(a)The name of the limited liability company, which must comply with section 30-6-108, Idaho Code;
The street and mailing addresses of the initial designated office and the information required by section 30-405(1), Idaho Code;
(c)The name and mailing address of at least one (1) member or manager of the limited liability company; and
(d)If the limited liability company is a professional company, a statement to that effect and the principal profession or professions for which members are duly licensed or otherwise legally authorized to render professional services.
(3)Subject to section 30-6-112(3), Idaho Code, a certificate of organization may also contain statements as to matters other than those required by subsection (2) of this section. However, a statement in a certificate of organization is not effective as a statement of authority as defined in section 30-6-302, Idaho Code. The secretary of state shall not accept operating agreements for filing.
(4)The following rules apply to the filing of a certificate of organization:
(a)A limited liability company is formed when the secretary of state has filed the certificate of organization, unless the certificate states a delayed effective date pursuant to section 30-6-205(3), Idaho Code.
(b)If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a statement of cancellation is signed and delivered to the secretary of state for filing and the secretary of state files the certificate of cancellation.
(c)Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the certificate of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
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