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