PocketLaw | Missouri Revised Statutes | Limited Liability Companies —

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.