reglab/housing_qa huggingface dataset:
MO Rev Stat § 347.073 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.073 - Notice to authorized person of business matter, effect.

Effective - 01 Dec 1993   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 authorized person or then present to his mind, and the knowledge of any other authorized person who reasonably could and should have communicated it to the acting authorized person, operate as notice to or knowledge of the limited liability company, except in the case of a fraud on the limited liability company committed by or with the consent of that authorized person. ­­-------- (L. 1993 S.B. 66 & 20 § 359.742)  Effective 12-01-93
MO Rev Stat § 347.075 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.075 - Company liable, when.

Effective - 01 Dec 1993   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 being a member in the limited liability company, the limited liability company is liable for all damages permitted by law as a consequence of such actionable conduct. ­­-------- (L. 1993 S.B. 66 & 20 § 359.743)  Effective 12-01-93
MO Rev Stat § 347.077 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.077 - Misapplication of money, liability.

Effective - 01 Dec 1993   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 liable for all damages permitted by law as a consequence of such actionable conduct.  2. If the limited liability company, in the course of its business, receives money or property of a third person and the money or property so received is misapplied by any member or manager while it is in the custody of the limited liability company, the limited liability company is liable for all damages permitted by law as a consequence of such actionable conduct. ­­-------- (L. 1993 S.B. 66 & 20 § 359.744)  Effective 12-01-93
MO Rev Stat § 347.081 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.081 - Operating agreement, contents — policy statement — enforceability, remedies.

Effective - 28 Aug 2004   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 provisions of sections 347.010 to 347.187 and other law. The operating agreement may contain any provision, not inconsistent with law, relating to the conduct of the business and affairs of the limited liability company, its rights and powers, and the rights, powers and duties of its members, managers, agents or employees, including:  (1) Whether the management of the limited liability company shall be vested in one or more members, managers or other persons, and, if so, the powers and authority to be exercised by such persons;  (2) Providing for classes or groups of members having various rights, powers and duties, and providing for the future creation of additional classes or groups of members having relative rights, powers and duties superior or equal to existing classes and groups of members;  (3) The exercise or division of management or voting rights among different classes or groups of members, managers or other persons on a per capita or other basis;  (4) With respect to any matter requiring a vote, approval or consent of members or managers, provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, waiver of notice, action by consent without a meeting, quorum requirements, authorizations by proxy, or any other matter with respect to the exercise of any voting or approval rights;  (5) Authorizing all or certain persons to execute articles, notices or documents permitted or required by sections 347.010 to 347.187;  (6) Restrictions on the transfer of members' interests in the limited liability company, and options or rights to acquire or sell members' interests in the limited liability company;  (7) The manner in which income, gain, deduction, loss, credit and items thereof are to be allocated to the members; and  (8) Provisions relating to any tax elections to be made by the limited liability company and the authorization of persons to make such elections.  2. It is the policy of sections 347.010 to 347.187 to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.  3. The operating agreement shall be enforceable at law or in equity by any member to the extent provided in applicable law.  4. This section shall not affect any otherwise valid agreement among members of a limited liability company. ­­-------- (L. 1993 S.B. 66 & 20 § 359.746, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B. 1664)
MO Rev Stat § 347.083 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.083 - Action or vote without meeting, consent required.

Effective - 01 Dec 1993   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 forth the action so taken, is signed by all of the persons entitled to act or vote with respect to such matter. Such consent shall have the same effect as an act or vote of such persons. ­­-------- (L. 1993 S.B. 66 & 20 § 359.747)  Effective 12-01-93
MO Rev Stat § 347.085 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.085 - Waiver of required notice, effect — attendance at meeting — effect.

Effective - 01 Dec 1993   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 writing signed by that person, whether before or after the time stated in it, is equivalent to the giving of notice.  2. A person's attendance at a meeting:  (1) Waives objection to lack of notice or defective notice of the meeting, unless such person at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and  (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless such person objects to considering the matter when it is presented. ­­-------- (L. 1993 S.B. 66 & 20 § 359.748)  Effective 12-01-93
MO Rev Stat § 347.088 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.088 - Standard of duty — extent of liabilities and duties — profit or benefit, duty.

Effective - 28 Aug 2004   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, with the care a corporate officer of like position would exercise under similar circumstances, in the manner a reasonable person would believe to be in the best interest of the limited liability company, and shall not be liable for any such action so taken or any failure to take such action, if he or she performs such duties in compliance with this subsection.  2. To the extent that, at law or equity, a member or manager or other person has duties, including fiduciary duties, and liabilities relating to those duties to the limited liability company or to another member, manager, or other person that is party to or otherwise bound by an operating agreement:  (1) Any such member, manager, or other person acting under the operating agreement shall not be liable to the limited liability company or to any such other member, manager, or other person for the member's, manager's, or other person's good faith reliance on the provisions of the operating agreement; and  (2) The member's, manager's or other person's duties and liabilities may be expanded or restricted by provision in the operating agreement.  3. Except as otherwise provided in the operating agreement, every member or manager, if any, shall account to the limited liability company and hold as trustee for it any profit or benefit derived by such person without the informed consent of more than one-half by number of disinterested managers or members from any transaction connected with the conduct of the business and affairs or the winding up of the limited liability company, or from any personal use by such person of the property of the limited liability company, including confidential or proprietary information of the limited liability company or other matters entrusted to him as a result of his status as manager or member.  4. Except as provided in subsection 2 of this section or the operating agreement, one who is a member of a limited liability company in which management is vested in one or more managers and who is not a manager shall have no duties to the limited liability company or to the other members solely by reason of acting in his capacity as a member. ­­-------- (L. 1993 S.B. 66 & 20 § 359.749, A.L. 2004 H.B. 1664)
MO Rev Stat § 347.090 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.090 - Reliance by authorized person upon information — discharge of duties.

Effective - 01 Dec 1993   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 information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:  (1) One or more employees of the limited liability company whom such authorized person reasonably believes to be reliable and competent in the matters presented;  (2) Legal counsel, accountants, or other persons as to matters such authorized person reasonably believes are within such person's professional or expert competence; or  (3) A committee of managers or members of which he is not a constituent, if such authorized person reasonably believes that the committee merits confidence.  2. An authorized person is not liable for any action taken with respect to his duties under the operating agreement, or any failure to take such action, if he performs such duties in compliance with this section. ­­-------- (L. 1993 S.B. 66 & 20 § 359.750)  Effective 12-01-93
MO Rev Stat § 347.093 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.093 - Member or manager may lend money and transact business.

Effective - 01 Dec 1993   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 obligations with respect thereto as a person who is not a member or manager. ­­-------- (L. 1993 S.B. 66 & 20 § 359.752)  Effective 12-01-93
MO Rev Stat § 347.095 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.095 - Claims among managers or members.

Effective - 01 Dec 1993   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 liability company which do not arise from the claimant's status as a member or manager of that limited liability company. ­­-------- (L. 1993 S.B. 66 & 20 § 359.753)  Effective 12-01-93
MO Rev Stat § 347.097 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.097 - Interest may issue upon consideration.

Effective - 01 Dec 1993   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 12-01-93
MO Rev Stat § 347.099 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.099 - Promises for contribution to be in writing — performance of promise, remedy — cause of action.

Effective - 01 Dec 1993   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 the operating agreement, a member or, in the case of a deceased member, that member's personal representative, is obligated to the limited liability company to perform any promise to make a contribution, including a promise to render services, even if the member is unable to perform because of death, disability or any other reason. If a member does not make the required contribution, the member is obligated, at the option of the limited liability company, to contribute cash equal to the value, as stated in the operating agreement or the records required to be kept pursuant to section 347.091, of that portion of the promised contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company or other members may have against such member under the operating agreement or applicable law.  3. A member's obligation to make a contribution shall not be enforceable by a third-party creditor of the limited liability company or any other member unless the member so obligated to make such contribution has specifically agreed or consented to such enforcement or the limited liability company has assigned such member's obligation to the creditor or creditors seeking to enforce the obligation.  4. Upon the failure of a member to make a promised contribution when due, the limited liability company may enforce such member's obligation by appropriate legal action for damages for breach of contract or for specific performance, and the limited liability company and other members may exercise and enforce such additional rights and remedies as may be provided under the operating agreement in the event of any such failure, subject to the applicable law regarding the enforcement of contracts. ­­-------- (L. 1993 S.B. 66 & 20 § 359.755)  Effective 12-01-93
MO Rev Stat § 347.101 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.101 - Distributions required, when — manner.

Effective - 01 Dec 1993   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 the happening of the events specified in the operating agreement or, if the operating agreement does not so specify, then at such times as may be approved by a majority of the authorized persons.  2. Distributions of cash or other property to members by a limited liability company before the dissolution and winding up of a limited liability company shall be shared among the members, and among classes of members, in the manner and in the relative priorities provided in the operating agreement. If the operating agreement does not so provide, distributions shall be shared among the members in the following manner:  (1) First, distributions shall be shared among the members in proportion to the amount of cash contributions and the value of other contributions, as stated in the operating agreement or the records required to be kept pursuant to section 347.091, made by them, respectively, until each member has been returned his contributions; and  (2) Second, distributions shall be shared by the members equally. ­­-------- (L. 1993 S.B. 66 & 20 § 359.756)  Effective 12-01-93
MO Rev Stat § 347.105 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.105 - Distribution, form of.

Effective - 01 Dec 1993   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 in the operating agreement, a member may not be compelled to accept a distribution of any property other than cash from the limited liability company unless the members receive undivided ownership interests therein that are in the same proportions as they would have shared in a cash distribution equal to the value of such property at the time of distribution. ­­-------- (L. 1993 S.B. 66 & 20 § 359.762)  Effective 12-01-93
MO Rev Stat § 347.107 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.107 - Remedies of member entitled to distribution.

Effective - 01 Dec 1993   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 creditor of the limited liability company with respect to the distribution. ­­-------- (L. 1993 S.B. 66 & 20 § 359.764)  Effective 12-01-93
MO Rev Stat § 347.111 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.111 - Allocation of profits or losses, manner.

Effective - 01 Dec 1993   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 shall be allocated among the members in the amount and manner of any losses previously allocated to the members to the extent not previously offset by allocations of profit and then according to the manner in which they share in distributions which exceed the repayment of their contributions, and losses shall be allocated among the members according to the respective contributions which they have made and promised to make in the future. ­­-------- (L. 1993 S.B. 66 & 20 § 359.766)  Effective 12-01-93
MO Rev Stat § 347.113 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.113 - Members — additional members.

Effective - 01 Dec 1993   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 may be admitted as an additional member by signing, in person or by an attorney in fact, or otherwise becoming a party to the operating agreement and by complying with the applicable terms and conditions of the operating agreement or, if the operating agreement does not so provide, upon the written consent of all members; or in the case of an assignee of the interest of a member who has the power, as provided in the operating agreement, to grant the assignee the right to become a member, upon the exercise of that power in compliance with any conditions limiting the exercise thereof. ­­-------- (L. 1993 S.B. 66 & 20 § 359.768)  Effective 12-01-93