7 Articles of organisation
(1) The articles of organisation shall specify-

(a) the name of the limited liability company;

(b) ……

[Para (b) repealed by Limited Liability Companies and Financial Supervision (Amendment) Act 1999 s 1.]

(c) the names and addresses of its members;

(d) the name and address of its registered agent in the Island;

(e) the matters referred to in Schedule 2.

(1A) Except where the articles of organisation fix a time for the dissolution of the limited liability company, the duration of the company shall not be limited to any fixed period of time.

[Subs (1A) inserted by Limited Liability Companies and Financial Supervision (Amendment) Act 1999 s 1.]
(2) It is not necessary to set out in the articles of organisation any of the powers specified in this Act.
(3) Subject to subsection (5), the articles of organisation shall be amended when-

(a) there is a change in the name of the limited liability company; or

(b) there is a change in the amount or the character of the contributions to capital;

(c) there is any change in the membership of the limited liability company;

(d) there is a false or erroneous statement in the articles of organisation;

(e) there is a change in the time as stated in the articles of organisation for the dissolution of the limited liability company;

(f) a time is fixed for the dissolution of the limited liability company if no time is specified in the articles of organisation; or

(g) the members desire to make a change in any other statement in the articles of organisation in order that it shall accurately represent the agreement between them.
(4) Any amendment to the articles of organisation shall be adopted in accordance with the operating agreement or with the consent of all members.
(5) Where a limited liability company amends its articles of organisation its registered agent shall within 1 month of the making of the amendment deliver to the Department notice, in the prescribed form, of the amendment and the Department shall retain it with the registered copy of the articles of organisation of the company.

[Subs (5) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by SD155/10 Sch 2.]
(6) Where a limited liability company changes its name, the Department shall on delivery of the documents referred to in subsection (5) issue a replacement certificate of organisation to meet the circumstances of the case.

[Subs (6) amended by Companies (Transfer of Functions) Act 2000 Sch 1 and by SD155/10 Sch 2.]
(7) A change of name shall have effect from the date on which a replacement certificate is issued.
(8) A change of name of a limited liability company shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.