Missouri Revised Statutes

Chapter 347
Limited Liability Companies--Merger and Consolidation of Business
Organizations

(View Entire Chapter)

August 28, 2013
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Sections:
347.010. Name of law.
347.015. Definitions.
347.017. Single member companies, compliance with this chapter.
347.020. Name of company regulated.
347.025. Name may be reserved, how, time period.
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.
347.033. Service upon agent deemed service on company--service upon
organizer--secretary of state deemed agent of company, when.
347.035. Organization authorized, purpose.
347.037. Formation, articles of organization--when effective--filing,
effect--company may not incur debt before filing--actions before
filing, effect.
347.039. Articles, contents.
347.041. Articles of amendment, contents--amendments required, when.
347.043. Restated articles of organization--contents.
347.045. Articles of termination--contents.
347.047. Execution of documents, manner--affirmation.
347.048. Affidavit filing required for certain limited liability companies.
347.049. Failure to execute documents, action to direct execution.
347.051. Delivery of documents to secretary of state, format, duties.
347.053. False statements in documents, action for damages--failure to timely
file, civil penalty, waiver--effect.
347.055. Statement of correction, filed when--contents--execution,
effective, when--fee--statement signed.
347.057. Limitation of liability of member or manager.
347.059. Actions without authority, liability.
347.061. Property of company--title.
347.063. Transfer of property--instrument of transfer--claims, effect.
347.065. Members deemed to be agents, acts bind company--one or more managers,
effect--act in contravention of restriction on authority.
347.067. Binding act after dissolution, manner--unauthorized acts.
347.069. Proper party to proceedings by or against company--joinder of proper
parties--commencement of proceedings, where proper.
347.071. Admission or representation evidence, when.
347.073. Notice to authorized person of business matter, effect.
347.075. Company liable, when.
347.077. Misapplication of money, liability.
347.079. Management of company--managers, appointment--consent of members
required for certain acts.
347.081. Operating agreement, contents--policy statement--enforceability,
remedies.
347.083. Action or vote without meeting, consent required.
347.085. Waiver of required notice, effect--attendance at meeting--effect.
347.088. Standard of duty--extent of liabilities and duties--profit or benefit,
duty.
347.090. Reliance by authorized person upon information--discharge of duties.
347.091. Items required to be kept at principal place of business--rights of
members--failure to deliver items to secretary, penalty.
347.093. Member or manager may lend money and transact business.
347.095. Claims among managers or members.
347.097. Interest may issue upon consideration.
347.099. Promises for contribution to be in writing--performance of promise,
remedy--cause of action.
347.101. Distributions required, when--manner.
347.103. Dissolution as result of withdrawal of member,
distribution--withdrawal in violation of agreement.
347.105. Distribution, form of.
347.107. Remedies of member entitled to distribution.
347.109. Limitations upon distributions--date of measurement of effective
distributions--wrongful distribution, liability, contribution.
347.111. Allocation of profits or losses, manner.
347.113. Members--additional members.
347.115. Interest in company is personal property, assignability,
distributions, pledge of security interest, effect--rights of
assignee--liability of assignor.
347.117. Effect of death or incompetence of member, assignability of
interest--business organization as member, dissolution,
assignability of interest.
347.119. Judgment creditor of member, charge of member's interest with
payment of unsatisfied judgment.
347.121. Withdrawal of member, how effected--withdrawal in violation of
operating agreement--consequences of withdrawal.
347.123. Cessation of membership, events of withdrawal.
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.
347.127. Merger or consolidation of limited liability companies--merger or
consolidation of partnerships, companies, trusts, corporations, and
other associations.
347.128. Agreement of merger or consolidation.
347.129. Notice of merger or consolidation, filing, contents--execution--notice
of abandonment, contents--effective date of merger or
consolidation of foreign companies.
347.131. Effective date of merger or consolidation.
347.133. Consummation of merger or consolidation, effects--required filings.
347.135. Surviving entity of merger as natural person, statement of service of
process--appointment of secretary as agent.
347.137. Dissolution of company, events--notice of winding up.
347.139. Effect of dissolution--acts required, distribution of assets--members
or trustees.
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.
347.143. Involuntary dissolution, decree, action by attorney general,
grounds--action upon application by member.
347.145. Action for involuntary dissolution, where commenced--service of
process, publication.
347.147. Right to wind up upon dissolution--authorization.
347.149. Court may liquidate assets, when.
347.151. Foreign limited liability company, conflict of laws.
347.153. Foreign company, registration required--application, contents, fee.
347.155. Proper application for registration, duties of secretary.
347.157. Name of foreign company regulated.
347.159. (Repealed L. 2004 H.B. 1664 A)
347.160. Amended certificates of registration required for certain foreign
companies, when--additional information required, due date--fee.
347.161. Cancellation, articles of.
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.
347.165. Cause of action authorized.
347.167. Service of process, venue.
347.169. Affirmation, penalties of perjury.
347.171. Action by member, conditions.
347.173. Derivative action--complaint.
347.175. Derivative action--attorney's fees.
347.177. Construction of law--estoppel--agency--equity--no impairment of
obligation of contract.
347.179. Fees.
347.181. Law to apply to interstate and international commerce.
347.183. Additional duties of secretary.
347.185. Member's interest not security.
347.186. Designated series of members, managers, or limited liability interests
permitted--requirements.
347.187. Classification for purposes of taxation--treatment.
347.189. Requires filing property control affidavit in certain cities,
including Kansas City.
347.700. Law to apply, merger or consolidation.
347.705. Definitions.
347.710. Merger or consolidation authorized--corporations, partnerships,
limited liability company.
347.715. Agreement of merger or consolidation--contents.
347.720. Agreement of merger or consolidation--authorization and
approval--certification--abandonment, procedure.
347.725. Articles of merger or consolidation, contents--filing--duplicates,
delivery--effective, when.
347.730. Consummation of merger or consolidation, effects--no impairment of
shares or rights.
347.735. Merger or consolidation, requirements and limitations--what law to
govern.
347.740. Additional fee--expiration date.

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