Title XXIII, CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

347.117. Effect of death or incompetence of member, assignability of interest — business organization as member, dissolution, assignability of interest. — 1. Unless otherwise provided in the operating agreement, if a member who is an individual dies or a court of competent jurisd…

347.119. Judgment creditor of member, charge of member's interest with payment of unsatisfied judgment. — On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the member's interest in the limited liability company with pay…

347.121. Withdrawal of member, how effected — withdrawal in violation of operating agreement — consequences of withdrawal. — 1. A member may withdraw from a limited liability company at the time or upon the events specified in writing in the operating agreement, or at any time up…

347.123. Cessation of membership, events of withdrawal. — A person ceases to be a member of a limited liability company upon the happening of any of the following events of withdrawal: (1) The member withdraws from the limited liability company as provided in section 347.121; (2)…

347.125. Partnership, limited partnership, or registered limited liability partnerships may convert to limited liability company — articles of organization, contents — title to property, effect — creditors rights, effect. — 1. A general or limited partnership formed under the law…

347.127. Merger or consolidation of limited liability companies — merger or consolidation of partnerships, companies, trusts, corporations, and other associations. — 1. A domestic limited liability company may merge or consolidate with or into one or more limited liability compan…

347.128. Agreement of merger or consolidation. — Each limited liability company party to a merger or consolidation as described in subsection 1 of section 347.121 shall enter into a written agreement of merger or consolidation. The agreement of merger or consolidation shall set f…

347.129. Notice of merger or consolidation, filing, contents — execution — notice of abandonment, contents — effective date of merger or consolidation of foreign companies. — 1. The surviving limited liability company in the merger or the new limited liability company in the cons…

347.131. Effective date of merger or consolidation. — A merger or consolidation with a domestic survivor or new domestic limited liability company is effective as of the later of: (1) The date the secretary files the notice of merger or consolidation for record; or (2) The date s…

347.133. Consummation of merger or consolidation, effects — required filings. — Consummation of a merger or consolidation shall have the following effects: (1) The separate existence of each party to the merger or consolidation, except the surviving entity, ceases; (2) The assets…

347.135. Surviving entity of merger as natural person, statement of service of process — appointment of secretary as agent. — If, following a merger or consolidation involving one or more domestic limited liability companies, the surviving entity is a person, who is not organized…

347.137. Dissolution of company, events — notice of winding up. — 1. A domestic limited liability company shall be dissolved upon the occurrence of any of the following: (1) Upon the happening of the events specified in the operating agreement or in the articles of organization; …

347.139. Effect of dissolution — acts required, distribution of assets — members or trustees. — 1. Upon the dissolution of a limited liability company, the limited liability company shall cease to carry on its business, except insofar as may be necessary or appropriate for the wi…

347.141. Disposition of claims after dissolution — notice of dissolution, requirements — barred claims — notice of winding up, disposition of unknown claims — barred claims — enforcement of claims — fraudulent intent defined. — 1. A dissolved limited liability company may dispose…

347.143. Involuntary dissolution, decree, action by attorney general, grounds — action upon application by member. — 1. A limited liability company may be dissolved involuntarily by a decree of the circuit court for the county in which the registered office of the limited liabili…

347.144. Severability clause for H.B. 2508, 2026. — In the event that any section, provision, clause, phrase, or word of this act* or the application thereof is declared invalid under the Constitution of the United States or the Constitution of the State of Missouri, whether on p…

347.145. Action for involuntary dissolution, where commenced — service of process, publication. — 1. Every action for the involuntary dissolution of a limited liability company brought by the attorney general shall be commenced either in the circuit court of the county in which t…

347.147. Right to wind up upon dissolution — authorization. — Unless otherwise provided in the operating agreement, upon the dissolution of the limited liability company, the member or members who have not wrongfully dissolved the limited liability company or the legal representa…

347.149. Court may liquidate assets, when. — The court shall have full power to liquidate the assets and business of a limited liability company: (1) In an action by a creditor, after dissolution of the limited liability company, when the claim of the creditor has been reduced to…

347.151. Foreign limited liability company, conflict of laws. — Subject to the constitution of this state: (1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability o…

347.153. Foreign company, registration required — application, contents, fee. — 1. Before transacting business in this state, a foreign limited liability company shall register in a format prescribed by the secretary unless otherwise exempt under subdivision (5) of subsection 5 o…

347.155. Proper application for registration, duties of secretary. — If the secretary finds that an application for registration conforms to law and all requisite fees have been paid: (1) The secretary shall endorse on the accepted application the word "Filed", and the month, day…

347.157. Name of foreign company regulated. — A foreign limited liability company may register with the secretary under any name, whether or not it is the name under which it is registered in its jurisdiction of organization, that could be registered by a domestic limited liabili…

347.160. Amended certificates of registration required for certain foreign companies, when — additional information required, due date — fee. — 1. A foreign limited liability company authorized to transact business in the state shall obtain an amended certificate of registration …

347.161. Cancellation, articles of. — A foreign limited liability company may cancel its registration by filing with the secretary articles of cancellation signed on its behalf by a manager, member or other authorized agent. A cancellation does not terminate the authority of the …

347.163. Failure to comply with registration requirements, penalty — no maintenance of action — validity of contracts — liability for debts — causes of action — activities not constituting transaction of business — foreign corporations and partnerships — construction. — 1. Every …

347.165. Cause of action authorized. — The secretary may bring an action to restrain a foreign limited liability company from transacting business in this state in violation of sections 347.010 to 347.187. ­­-------- (L. 1993 S.B. 66 & 20 § 359.812) Effective 12-01-93

347.167. Service of process, venue. — Service on a foreign limited liability company shall be as provided in section 347.033. Venue of actions against foreign limited liability companies shall be as provided in section 347.069. ­­-------- (L. 1993 S.B. 66 & 20 § 359.814) Effectiv…

347.169. Affirmation, penalties of perjury. — Execution of an application or a certificate by a foreign limited liability company constitutes an affirmation by the person who signed it under the penalties set out in section 575.040 that the facts stated therein are true and that …

347.171. Action by member, conditions. — A member may bring an action in the right of the limited liability company to recover a judgment in its favor if all of the following conditions are met: (1) The plaintiff does not have the authority under the provisions of the operating a…

347.173. Derivative action — complaint. — In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by the persons who would otherwise have the authority to cause the limited liability company to sue in…

347.175. Derivative action — attorney's fees. — If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses,…

347.177. Construction of law — estoppel — agency — equity — no impairment of obligation of contract. — 1. Sections 347.010 to 347.187 shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of sections 347.010 to 347…

347.179. Fees. — 1. The secretary shall charge and collect: (1) For filing the original articles of organization, a fee of one hundred dollars; (2) For filing the original articles of organization online, in an electronic format prescribed by the secretary of state, a fee of fort…

347.181. Law to apply to interstate and international commerce. — To the fullest extent permitted by law, the provisions of sections 347.010 to 347.187 shall apply to commerce with foreign nations and among the several states for all purposes including the determination of the na…

347.183. Additional duties of secretary. — In addition to the other powers of the secretary established in sections 347.010 to 347.187, the secretary shall, as is reasonably necessary to enable the secretary to administer sections 347.010 to 347.187 efficiently and to perform the…

347.185. Member's interest not security. — It shall be rebuttably presumed that a member's interest in a limited liability company in which management is not vested in one or more managers is not a security for purposes of any and all laws of this state regulating the sale or exc…

347.186. Designated series of members, managers, or limited liability interests permitted — requirements. — 1. An operating agreement may establish or provide for the establishment of a designated series of members, managers, or limited liability company interests having separate…

347.187. Classification for purposes of taxation — treatment. — 1. A limited liability company created pursuant to sections 347.010 to 347.187 or entering the state pursuant to sections 347.010 to 347.187 and its authorized persons, or their equivalent, shall have the duty to wit…

347.189. Requires filing property control affidavit in certain cities, including Kansas City. — Any limited liability company that owns and rents or leases real property, or owns unoccupied real property, located within any home rule city with a population of more than four hundr…

347.700. Law to apply, merger or consolidation. — 1. A merger or consolidation solely between any two or more domestic corporations or one or more domestic corporations and one or more foreign corporations shall be governed by and subject to chapter 351 or 355, as is applicable. …

347.705. Definitions. — As used in sections 347.700 to 347.735, the following terms mean: (1) "Constituent entity", each person that is a party to a merger or consolidation subject to sections 347.700 to 347.735; (2) "New entity", the person into which constituent entities consol…

347.710. Merger or consolidation authorized — corporations, partnerships, limited liability company. — Subject to the provisions of sections 347.700 to 347.735, any one or more domestic corporations may merge or consolidate into or with any one or more persons at least one of whi…

347.715. Agreement of merger or consolidation — contents. — Each constituent entity shall enter into a written agreement of merger or consolidation. The agreement of merger or consolidation shall set forth: (1) The name and state or country of organization of each constituent ent…

347.720. Agreement of merger or consolidation — authorization and approval — certification — abandonment, procedure. — 1. The agreement of merger or consolidation required by section 347.715 shall be authorized and approved in the following manner: (1) A constituent entity that i…

347.725. Articles of merger or consolidation, contents — filing — duplicates, delivery — effective, when. — 1. After an agreement of merger or consolidation is authorized, approved, and certified in accordance with section 347.720, the surviving or new entity shall file the agree…

347.730. Consummation of merger or consolidation, effects — no impairment of shares or rights. — 1. Consummation of a merger or consolidation shall have the following effects: (1) The constituent entities party to the agreement of merger or consolidation shall be a single entity …

347.735. Merger or consolidation, requirements and limitations — what law to govern. — 1. Notwithstanding any provisions in sections 347.700 to 347.730 to the contrary, any proposed merger or consolidation otherwise permitted pursuant to section 347.710 in which any constituent e…

347.740. Additional fee — expiration date. — The secretary of state may collect an additional fee of five dollars on each and every fee required in this chapter. All fees collected as provided in this section shall be deposited in the state treasury and credited to the secretary …

348.005. Law, how cited. — Sections 348.005 to 348.180 shall be known and may be cited as the "Missouri Agricultural and Small Business Development Loan Act". ­­-------- (L. 1981 H.B. 681 § 1)