Title XXIII — CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

347.010. Name of law. — Sections 347.010 to 347.187 shall be known and may be cited as the "Missouri Limited Liability Company Act". ­­-------- (L. 1993 S.B. 66 & 20 § 359.700) Effective 12-01-93

347.015. Definitions. — As used in sections 347.010 to 347.187, the following terms mean: (1) "Articles of organization", the articles referred to in section 347.039, filed with the secretary for the purpose of forming a limited liability company, as the same may be amended or re…

347.017. Single member companies, compliance with this chapter. — No limited liability company formed before the effective date of this act*, shall be deemed not in compliance with this chapter for the reason that such limited liability company was formed with, had or has only on…

347.020. Name of company regulated. — The name of each limited liability company as set forth in its articles of organization: (1) Shall contain the words "limited company" or "limited liability company" or the abbreviation "LC", "LLC", "L.C." or "L.L.C." and shall be the name un…

347.025. Name may be reserved, how, time period. — 1. The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a limited liability company under sections 347.010 to 347.187 and to adopt that name; (2) Any domestic limited liability company…

347.030. Maintenance of office and agent for service of process — change of office or agent, filing, contents — effective, when — change upon filing by agent, contents — agent may resign, filing, contents. — 1. Each limited liability company shall have and continuously maintain i…

347.033. Service upon agent deemed service on company — service upon organizer — secretary of state deemed agent of company, when. — 1. The registered agent so appointed by a limited liability company shall be an agent of such limited liability company upon whom any process, noti…

347.035. Organization authorized, purpose. — A limited liability company may be organized under sections 347.010 to 347.187 and may conduct or promote any lawful businesses or purposes within this state or any other jurisdiction. ­­-------- (L. 1993 S.B. 66 & 20 § 359.710) Effect…

347.037. Formation, articles of organization — when effective — filing, effect — company may not incur debt before filing — actions before filing, effect. — 1. Any person, whether or not a member or manager, may form a limited liability company by signing and filing articles of o…

347.039. Articles, contents. — 1. The articles of organization shall set forth: (1) The name of the limited liability company; (2) The purpose or purposes for which the limited liability company is organized, which may be stated to be, or to include, the transaction of any or all…

347.041. Articles of amendment, contents — amendments required, when. — 1. A limited liability company's articles of organization is amended by filing with the secretary articles of amendment, which shall set forth: (1) The name of the limited liability company; (2) The date the …

347.043. Restated articles of organization — contents. — 1. A limited liability company may integrate into a single instrument all of the provisions of its articles of organization and amendments thereto, and it may at the same time also further amend or supplement its articles o…

347.045. Articles of termination — contents. — When all of the remaining property and assets of a limited liability company have been applied and distributed as provided in section 347.139 or when a domestic limited liability company is not the surviving entity, the articles of o…

347.047. Execution of documents, manner — affirmation. — 1. Unless otherwise provided in sections 347.010 to 347.187, articles, notices or documents permitted or required by sections 347.010 to 347.187 to be filed with the secretary shall be executed in the following manner: (1) …

347.048. Affidavit filing required for certain limited liability companies — fees prohibited — failure to file, remedy. — 1. (1) Any limited liability company that owns and rents or leases real property, or owns unoccupied real property, located within: (a) Any home rule city wit…

347.049. Failure to execute documents, action to direct execution. — If a person required by section 347.047 to execute articles, notices or documents required to be filed pursuant to sections 347.010 to 347.187 fails or refuses to do so, any other person who is adversely affecte…

347.051. Delivery of documents to secretary of state, format, duties. — 1. The original copy of the articles of organization, an amendment or restatement of such articles, articles of termination, statement of change of registered agent or registered office, or any other statemen…

347.053. False statements in documents, action for damages — failure to timely file, civil penalty, waiver — effect. — 1. If articles of organization, articles of amendment, a notice of winding up, or a notice of merger or consolidation filed pursuant to sections 347.010 to 347.1…

347.055. Statement of correction, filed when — contents — execution, effective, when — fee — statement signed. — 1. A domestic or foreign limited liability company may file a statement of correction in a format prescribed by the secretary of state, if the filed document contains …

347.057. Limitation of liability of member or manager. — A person who is a member, manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any other manner, for a d…

347.059. Actions without authority, liability. — All persons who assume to act as a limited liability company without authority to do so and without a good faith belief that they have such authority shall be jointly and severally liable for all debts and liabilities incurred by s…

347.061. Property of company — title. — 1. Property transferred to or otherwise acquired by a limited liability company becomes property of the limited liability company. A member has no interest in specific limited liability company property. 2. Property may be acquired, held an…

347.063. Transfer of property — instrument of transfer — claims, effect. — 1. Title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any authorized person in the name…

347.065. Members deemed to be agents, acts bind company — one or more managers, effect — act in contravention of restriction on authority. — 1. Except as provided in subsection 2 of this section, every member is an agent of the limited liability company for the purpose of its bus…

347.067. Binding act after dissolution, manner — unauthorized acts. — 1. After dissolution, an authorized person can bind the limited liability company, except as provided in subsection 2 of this section, as follows: (1) By any act appropriate for winding up the affairs of the li…

347.069. Proper party to proceedings by or against company — joinder of proper parties — commencement of proceedings, where proper. — 1. A member, manager, employee, or agent of a limited liability company is not a proper party to proceedings by or against a limited liability com…

347.071. Admission or representation evidence, when. — An admission or representation made by any authorized person concerning limited liability company business or affairs within the scope of his authority as conferred by sections 347.010 to 347.187 is evidence against the limit…

347.073. Notice to authorized person of business matter, effect. — Notice to any authorized person of any matter relating to the business or affairs of the limited liability company, and the knowledge of the authorized person acting in the particular matter, acquired while an aut…

347.075. Company liable, when. — Where, by any wrongful act or omission or other actionable conduct of any authorized person, acting in the ordinary course of the business of the limited liability company, or otherwise with authority, loss or injury is caused to any person, not b…

347.077. Misapplication of money, liability. — 1. If an authorized person, acting within the scope of his apparent authority, receives money or property of a person who is not a member or manager of the limited liability company and misapplies it, the limited liability company is…

347.079. Management of company — managers, appointment — consent of members required for certain acts. — 1. The articles of organization shall provide how management of the limited liability company will be vested and who shall have the right and authority to manage the affairs o…

347.081. Operating agreement, contents — policy statement — enforceability, remedies. — 1. The member or members of a limited liability company shall adopt an operating agreement containing such provisions as such member or members may deem appropriate, subject only to the provis…

347.083. Action or vote without meeting, consent required. — Unless otherwise provided in the operating agreement, any action or vote which must be taken at a meeting of the members or managers, as the case may be, may be taken without a meeting if a consent in writing, setting f…

347.085. Waiver of required notice, effect — attendance at meeting — effect. — 1. When, under the provisions of sections 347.010 to 347.187 or under the provisions of the operating agreement of a limited liability company, notice is required to be given to any person, a waiver in…

347.088. Standard of duty — extent of liabilities and duties — profit or benefit, duty. — 1. Except as otherwise provided in the operating agreement an authorized person shall discharge his or her duty under sections 347.010 to 347.187 and the operating agreement in good faith, w…

347.090. Reliance by authorized person upon information — discharge of duties. — 1. Unless he has knowledge concerning the matter in question that makes such reliance unwarranted, in discharging his duties under the operating agreement, an authorized person is entitled to rely on…

347.091. Items required to be kept at principal place of business — rights of members — failure to deliver items to secretary, penalty. — 1. The limited liability company shall keep at its principal place of business, the following: (1) A current and a past list, setting forth th…

347.093. Member or manager may lend money and transact business. — Except as provided in the operating agreement, a member or manager may lend money to and transact business with the limited liability company and, subject to other applicable law, has the same rights and obligatio…

347.095. Claims among managers or members. — Nothing contained in sections 347.079 to 347.090 shall have any application to claims among members, managers, or the limited liability company on the one hand, and persons who assert claims against a member, manager or a limited liabi…

347.097. Interest may issue upon consideration. — An interest in a limited liability company may be issued for the consideration of a contribution or an enforceable promise to make a contribution in the future, or both. ­­-------- (L. 1993 S.B. 66 & 20 § 359.754) Effective 12-01-…

347.099. Promises for contribution to be in writing — performance of promise, remedy — cause of action. — 1. No promise by a member to make a contribution to the limited liability company is enforceable unless set out in a writing signed by the member. 2. Except as provided in th…

347.101. Distributions required, when — manner. — 1. Except as provided in section 347.109, a limited liability company shall make distributions of cash or other property to its members before the dissolution and winding up of the limited liability company at the times or upon th…

347.103. Dissolution as result of withdrawal of member, distribution — withdrawal in violation of agreement. — 1. If a limited liability company dissolves and winds up its business and affairs as a result of an event of withdrawal of a member, then, except as otherwise provided i…

347.105. Distribution, form of. — Except as otherwise provided in the operating agreement, a member, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except as provided …

347.107. Remedies of member entitled to distribution. — At the time a member becomes entitled to receive a distribution in accordance with sections 347.010 to 347.187 and the operating agreement, that member has the status of, and is entitled to, all remedies available to a credi…

347.109. Limitations upon distributions — date of measurement of effective distributions — wrongful distribution, liability, contribution. — 1. A limited liability company shall not make any distribution to one or more members with respect to their interests in the limited liabil…

347.111. Allocation of profits or losses, manner. — The profits or losses of a limited liability company shall be allocated among the members, and among classes of members, in the manner provided in the operating agreement. If the operating agreement does not so provide, profits …

347.113. Members — additional members. — 1. A person is a member at the time the limited liability company is formed if such person is identified as a member in and signs, in person or by an attorney in fact, or otherwise becomes a party to the operating agreement. 2. A person ma…

347.115. Interest in company is personal property, assignability, distributions, pledge of security interest, effect — rights of assignee — liability of assignor. — 1. The interest of a member in a limited liability company is personal property and, except as provided in the oper…

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…