Title XII, BUSINESS ENTITIES (Ch. 486 - 504C)

1. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or…

An interest holder of a domestic merging, acquired, converting, or domesticating limited liability company is entitled to contractual appraisal rights in connection with a transaction under this subchapter to the extent provided in any of the following: 1. The operating agreement…

This subchapter shall not be used to effect a transaction involving a bank, insurance company, or public utility where any chapter governing the regulation of such entity does not permit the transaction. 2023 Acts, ch 152, §86, 161 Former §489.1007 stricken effective January 1, 2…

through 489.1016 Repealed by 2023 Acts, ch 152, §142, 161 2023 Acts, ch 152, §142, 161 . See parts 2, 4, and 5.

1. This chapter may be cited as the “Uniform Limited Liability Company Act” . 2. In addition, subchapter XIV of this chapter may be cited as provided in section 489.14101 . 2008 Acts, ch 1162, §1, 155 ; 2019 Acts, ch 26, §44, 53 ; 2020 Acts, ch 1063, §384 ; 2023 Acts, ch 152, §1,…

As used in this chapter , unless the context otherwise requires: 1. “Certificate of organization” means the certificate required by section 489.201 . The term includes the certificate as amended or restated. 2. “Contribution” , except in the phrase “right of contribution” , means…

1. By complying with this part , all of the following apply: a. One or more domestic limited liability companies may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity. b. Two or more foreign entities may merge into a domestic limited …

1. A domestic limited liability company may become a party to a merger under this part by approving a plan of merger. The plan must be in a record and contain all of the following: a. As to each merging entity, its name, jurisdiction of formation, and type of entity. b. If the su…

1. A plan of merger is not effective unless it has been approved according to all of the following: a. By a domestic merging limited liability company, by all the members of the company entitled to vote on or consent to any matter. b. In a record, by each member of a domestic mer…

1. A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. 2. A domestic merging limited liability company may approve an amendment of a plan of merger according to any of the following: a. In the same manner as t…

1. A statement of merger must be signed by each merging entity and delivered to the secretary of state for filing. 2. A statement of merger must contain all of the following: a. The name, jurisdiction of formation, and type of entity of each merging entity that is not the survivi…

1. When a merger becomes effective, all of the following apply: a. The surviving entity continues or comes into existence. b. Each merging entity that is not the surviving entity ceases to exist. c. All property of each merging entity vests in the surviving entity without transfe…

1. A person knows a fact if the person has or is any of the following: a. Has actual knowledge of it. b. Is deemed to know it under subsection 4 , paragraph “a” , or law other than this chapter . 2. A person has notice of a fact if the person has or is any of the following: a. Ha…

1. By complying with this part , any of the following apply: a. A domestic limited liability company may acquire all of one or more classes or series of interests of another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other prope…

1. A domestic limited liability company may be the acquired entity in an interest exchange under this part by approving a plan of interest exchange. The plan must be in a record and contain all of the following: a. The name of the acquired entity. b. The name, jurisdiction of for…

1. A plan of interest exchange is not effective unless it has been approved according to all of the following: a. By all the members of a domestic acquired limited liability company entitled to vote on or consent to any matter. b. In a record, by each member of the domestic acqui…

1. A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. 2. A domestic acquired limited liability company may approve an amendment of a plan of interest exchange according to any of the following: a. …

1. A statement of interest exchange must be signed by a domestic acquired limited liability company and delivered to the secretary of state for filing. 2. A statement of interest exchange must contain all of the following: a. The name of the acquired limited liability company. b.…

1. When an interest exchange in which the acquired entity is a domestic limited liability company becomes effective, all of the following apply: a. The interests in the acquired limited liability company which are the subject of the interest exchange are converted, and the member…

The law of this state governs all of the following: 1. The internal affairs of a limited liability company. 2. The liability of a member as member and a manager as manager for a debt, obligation, or other liability of a limited liability company. 2008 Acts, ch 1162, §6, 155 C2009…

1. By complying with this part , a domestic limited liability company may become any of the following: a. A domestic entity that is a different type of entity. b. A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity…

1. A domestic limited liability company may convert to a different type of entity under this part by approving a plan of conversion. The plan must be in a record and contain all of the following: a. The name of the converting limited liability company. b. The name, jurisdiction o…

1. A plan of conversion is not effective unless it has been approved according to all of the following: a. By a domestic converting limited liability company, by all the members of the limited liability company entitled to vote on or consent to any matter. b. In a record, by each…

1. A plan of conversion of a domestic converting limited liability company may be amended according to any of the following: a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. b. By its managers or members in th…

1. A statement of conversion must be signed by the converting entity and delivered to the secretary of state for filing. 2. A statement of conversion must contain all of the following: a. The name, jurisdiction of formation, and type of entity of the converting entity. b. The nam…

1. When a conversion becomes effective all of the following apply: a. The converted entity is any of the following: (1) Organized under and subject to the organic law of the converted entity. (2) The same entity without interruption as the converting entity. b. All property of th…

1. Except as otherwise provided in subsections 3 and 4 , the operating agreement governs all of the following: a. Relations among the members as members and between the members and the limited liability company. b. The rights and duties under this chapter of a person in the capac…

1. By complying with this part , a domestic limited liability company may become a foreign limited liability company if the domestication is authorized by the law of the foreign jurisdiction. 2. By complying with the provisions of this part applicable to foreign limited liability…

1. A domestic limited liability company may become a foreign limited liability company in a domestication by approving a plan of domestication. The plan must be in a record and contain all of the following: a. The name of the domesticating limited liability company. b. The name a…

1. A plan of domestication of a domestic domesticating limited liability company is not effective unless it has been approved according to any of the following: a. By all the members entitled to vote on or consent to any matter. b. In a record, by each member that will have inter…

1. A plan of domestication of a domestic domesticating limited liability company may be amended according to any of the following: a. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended. b. By its managers or members…

1. A statement of domestication must be signed by the domesticating limited liability company and delivered to the secretary of state for filing. 2. A statement of domestication must contain all of the following: a. The name and jurisdiction of formation of the domesticating limi…

1. When a domestication becomes effective, all of the following apply: a. The domesticated entity is all of the following: (1) Organized under and subject to the organic law of the domesticated entity. (2) The same entity without interruption as the domesticating entity. b. All p…

1. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. 2. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.…

1. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specifie…

1. A limited liability company is an entity distinct from its member or members. 2. A limited liability company may have any lawful purpose, regardless of whether for profit. 3. A limited liability company has perpetual duration. 2008 Acts, ch 1162, §4, 155 C2009, §489.104 2023 A…

1. Except as otherwise provided in subsection 2 , a limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs. 2. Until a limited liability company has or has had at …

As used in this subchapter , unless the context otherwise requires: 1. “Employee” or “agent” does not include a clerk, stenographer, secretary, bookkeeper, technician, or other person who is not usually and ordinarily considered by custom and practice to be practicing a professio…

1. A professional limited liability company shall be organized only for the purpose of engaging in the practice of one specific profession, or two or more specific professions which could lawfully be practiced in combination by a licensed individual or a partnership of licensed i…

The name of a professional limited liability company, the name of a foreign professional limited liability company or its name as modified for use in this state, and any fictitious name or trade name adopted by a professional limited liability company or foreign professional limi…

One or more individuals having capacity to contract and licensed to practice a profession in this state in which the professional limited liability company is to be authorized to practice, may organize a professional limited liability company. 2008 Acts, ch 1162, §90, 155

1. Notwithstanding any other statute or rule of law, a professional limited liability company may practice a profession, but may do so in this state only through a member, manager, employee, or agent, who is licensed to practice the same profession in this state. In its practice …

A professional limited liability company shall not be required to register with or to obtain any license, registration, certificate, or other legal authorization from a regulating board in order to practice a profession. Except as provided in this section , this subchapter does n…

This subchapter does not modify any law applicable to the relationship between an individual practicing a profession and a person receiving professional services, including but not limited to any liability arising out of such practice or any law respecting privileged communicatio…

An interest of a professional limited liability company shall be issued only to an individual who is licensed to practice in any state a profession which the professional limited liability company is authorized to practice. Interests of a professional limited liability company sh…

A member or other person shall not make a voluntary assignment of an interest in a professional limited liability company to any person, except to the professional limited liability company or to an individual who is licensed to practice in this state a profession which the limit…