Effect of Issuance of Certificate of Organization

(a)Upon the issuance of the certificate of organization, the limited liability company shall be considered organized; and such certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the members have been complied with and that the limited liability COL6/24/2021 CH. 15 LIMITED LIABILITY COMPANIES company has been legally organized under this Chapter, except as against Guam in a proceeding to cancel or revoke the certificate of organization or in a proceeding for involuntary dissolution of the limited liability company.

(b)A limited liability company shall not transact intrastate business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the articles of organization have been filed with the Department of Revenue and Taxation.

(c)The date when the existence of the company commences shall be the date of the filing of the articles of organization by the Department of Revenue and Taxation, except that the date of commencement of corporate existence may be specified in the articles of organization:

(1)When the date specified in the articles of organization is the date of subscription and acknowledgment, and the articles of organization are filed by the Department of Revenue and Taxation within 5 days, exclusive of legal holidays, after such date.

(2)When the date specified in the articles of organization is subsequent to, and not later than 90 days after the date of filing of the articles of organizations by the Department of Revenue and Taxation.