reglab/housing_qa huggingface dataset:
MO Rev Stat § 347.115 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.115 - Interest in company is personal property, assignability, distributions, pledge of security interest, effect — rights of assignee — liability of assignor.

Effective - 01 Dec 1993   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 operating agreement, may be assigned in whole or in part. An assignment of an interest does not entitle the assignee to participate in the management of the business and affairs of the limited liability company or to become or to exercise the rights of a member, except as provided in section 347.113. An assignee that has not become a member shall only be entitled to receive, to the extent assigned, the share of distributions and profits, including distributions representing the return of contributions, to which the assignor would otherwise be entitled with respect to the assigned interest. Unless otherwise provided in the operating agreement, a member shall not cease to be a member as a result of the pledge, encumbrancing or the granting of a security interest in the interest of such member in the limited liability company.  2. An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the articles of organization, the operating agreement and sections 347.010 to 347.187. An assignee who becomes a member is liable for any obligations of his assignor to make contributions.  3. Unless otherwise provided in the operating agreement, if an assignee of an interest in a limited liability company becomes a member, the assignor is not released from his liability to the limited liability company under section 347.099 or section 347.109 without the written consent of all members. ­­-------- (L. 1993 S.B. 66 & 20 § 359.770)  Effective 12-01-93
MO Rev Stat § 347.117 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.117 - Effect of death or incompetence of member, assignability of interest — business organization as member, dissolution, assignability of interest.

Effective - 01 Dec 1993   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 jurisdiction judges the member to be incompetent to manage his or her person or property, the member's executor, administrator, guardian, conservator, or other legal representative shall have any power the member had to give his assignee the right to become a member and all of the rights of an assignee of the member's interest.  2. If a member is a corporation, partnership, limited liability company, trust or other entity and is dissolved or terminated, its legal representative or successor shall have any power the member had to give his assignee the right to become a member and all of the rights of an assignee of the member's interest. ­­-------- (L. 1993 S.B. 66 & 20 § 359.772)  Effective 12-01-93
MO Rev Stat § 347.119 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.119 - Judgment creditor of member, charge of member's interest with payment of unsatisfied judgment.

Effective - 01 Dec 1993   347.119. Judgment creditor of member, charge of member's interest with payment of unsatisfied judgment. — On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the member's interest in the limited liability company with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the member's interest. Sections 347.010 to 347.187 do not deprive any member of the benefit of any exemption laws applicable to his interest in the limited liability company. ­­-------- (L. 1993 S.B. 66 & 20 § 359.774)  Effective 12-01-93
MO Rev Stat § 347.121 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.121 - Withdrawal of member, how effected — withdrawal in violation of operating agreement — consequences of withdrawal.

Effective - 24 Jun 1997   347.121. Withdrawal of member, how effected — withdrawal in violation of operating agreement — consequences of withdrawal. — 1. A member may withdraw from a limited liability company at the time or upon the events specified in writing in the operating agreement, or at any time upon giving ninety days' prior written notice of withdrawal to the other members but, if the withdrawal violates a written provision in the operating agreement, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement and offset the damages against the amount otherwise distributable to the withdrawing member in accordance with section 347.103.  2. Except as otherwise provided in the operating agreement, upon the occurrence of an event of withdrawal of a member, the withdrawn member shall have no further duty to the limited liability company except for the duty to account to the limited liability company for 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 of the limited liability company prior to the event of withdrawal, 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 such person as a result of such member's status as a manager or member.  3. Except as otherwise provided in the operating agreement, upon the withdrawal of a member, the withdrawn member shall have no further right to participate in the management and affairs of the limited liability company and shall have only the rights of an assignee of the withdrawn member's interest in the limited liability company. ­­-------- (L. 1993 S.B. 66 & 20 § 359.775, A.L. 1997 H.B. 655 merged with S.B. 170)  Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)
MO Rev Stat § 347.127 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.127 - Merger or consolidation of limited liability companies — merger or consolidation of partnerships, companies, trusts, corporations, and other associations.

Effective - 01 Dec 1993   347.127. Merger or consolidation of limited liability companies — merger or consolidation of partnerships, companies, trusts, corporations, and other associations. — 1. A domestic limited liability company may merge or consolidate with or into one or more limited liability companies formed under the laws of this state or any other jurisdiction, and such domestic limited liability company or foreign limited liability company by agreement between the parties to the merger or consolidation, shall provide for the surviving entity, as provided in sections 347.127 to 347.135.  2. A domestic limited liability company may merge or consolidate with one or more general partnerships or domestic or foreign limited partnerships, limited liability companies, trusts, business trusts, corporations, real estate investment trusts and other associations or business entities at least one of which is not a limited liability, as provided in sections 347.700 to 347.735. ­­-------- (L. 1993 S.B. 66 & 20 § 359.778)  Effective 12-01-93
MO Rev Stat § 347.128 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.128 - Agreement of merger or consolidation.

Effective - 24 Jun 1997   347.128. Agreement of merger or consolidation. — Each limited liability company party to a merger or consolidation as described in subsection 1 of section 347.121 shall enter into a written agreement of merger or consolidation. The agreement of merger or consolidation shall set forth:  (1) The name and state or country of organization of each of the limited liability companies party to the merger or consolidation and the name of the surviving limited liability company into which each other limited liability company proposes to merge or the new limited liability company into which each of the limited liability companies propose to consolidate;  (2) The terms and conditions of the merger or consolidation;  (3) The manner and basis of converting the interests in each limited liability company party to the merger or consolidation into interests of the surviving or new limited liability company or of any other person, or, in whole or in part, into cash or other property;  (4) In the case of a merger, such amendments to the organizational documents of the surviving limited liability company, as are desired to be effected by the merger, or a statement that no such amendments are desired;  (5) In the case of a consolidation, all statements required to be set forth in the articles of organization of the new limited liability company; and  (6) Such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable by the parties to the merger or consolidation. ­­-------- (L. 1997 H.B. 655 merged with S.B. 170)  Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)
MO Rev Stat § 347.131 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.131 - Effective date of merger or consolidation.

Effective - 28 Aug 2004   347.131. Effective date of merger or consolidation. — A merger or consolidation with a domestic survivor or new domestic limited liability company is effective as of the later of:  (1) The date the secretary files the notice of merger or consolidation for record; or  (2) The date set forth in the notice of merger or consolidation, not to exceed ninety days after the notice of merger or consolidation is accepted for filing. ­­-------- (L. 1993 S.B. 66 & 20 § 359.782, A.L. 2004 H.B. 1664)
MO Rev Stat § 347.135 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.135 - Surviving entity of merger as natural person, statement of service of process — appointment of secretary as agent.

Effective - 01 Dec 1993   347.135. Surviving entity of merger as natural person, statement of service of process — appointment of secretary as agent. — If, following a merger or consolidation involving one or more domestic limited liability companies, the surviving entity is a person, who is not organized under the laws of this state, there shall be included in the notice of merger or consolidation filed pursuant to section 347.129 a statement that the surviving entity agrees that it may be served with process in the state of Missouri in any action, suit, or proceeding for the enforcement of any obligation of the domestic limited liability company or companies that arose before the merger or consolidation, irrevocably appointing the secretary as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of the process shall be mailed to it by the secretary. ­­-------- (L. 1993 S.B. 66 & 20 § 359.785)  Effective 12-01-93
MO Rev Stat § 347.143 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.143 - Involuntary dissolution, decree, action by attorney general, grounds — action upon application by member.

Effective - 01 Dec 1993   347.143. Involuntary dissolution, decree, action by attorney general, grounds — action upon application by member. — 1. A limited liability company may be dissolved involuntarily by a decree of the circuit court for the county in which the registered office of the limited liability company is situated in an action filed by the attorney general when it is established that the limited liability company:  (1) Has procured its articles of organization through fraud;  (2) Has exceeded or abused the authority conferred upon it by law;  (3) Has carried on, conducted, or transacted its business in a fraudulent or illegal manner; or  (4) By the abuse of its powers contrary to the public policy of the state, has become liable to be dissolved.  2. On application by or for a member, the circuit court for the county in which the registered office of the limited liability company is located may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the operating agreement. ­­-------- (L. 1993 S.B. 66 & 20 § 359.789)  Effective 12-01-93
MO Rev Stat § 347.145 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.145 - Action for involuntary dissolution, where commenced — service of process, publication.

Effective - 01 Dec 1993   347.145. Action for involuntary dissolution, where commenced — service of process, publication. — 1. Every action for the involuntary dissolution of a limited liability company brought by the attorney general shall be commenced either in the circuit court of the county in which the registered office of the limited liability company is located or, if no such address is on file with the secretary, in the circuit court of Cole County. Summons shall issue and be served as in other civil actions.  2. If process is returned "not found", the attorney general shall cause publication to be made as in other civil cases in a newspaper of general circulation in the county where the registered office of the limited liability company is located, containing a notice of the pendency of the action, the title of the court, the title of the action, and the date on or after which default may be entered. The attorney general may include in one notice the names of any number of limited liability companies against which actions are then pending in the same court. The attorney general shall cause a copy of such notice to be mailed to the registered agent of the limited liability company as shown on the records of the secretary within ten days after the first publication thereof.  3. The certificate of the attorney general of the mailing of the notice shall be prima facie evidence of such notice. Such notice shall be published at least once a week for two successive weeks, and the first publication may begin at any time after the summons has been returned. Unless a limited liability company has been served with summons, no default shall be taken against it earlier than thirty days after the first publication of the notice. ­­-------- (L. 1993 S.B. 66 & 20 § 359.790)  Effective 12-01-93
MO Rev Stat § 347.147 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.147 - Right to wind up upon dissolution — authorization.

Effective - 01 Dec 1993   347.147. Right to wind up upon dissolution — authorization. — Unless otherwise provided in the operating agreement, upon the dissolution of the limited liability company, the member or members who have not wrongfully dissolved the limited liability company or the legal representative of the last surviving member, not bankrupt, have, if management is vested in the members, the right to wind up the limited liability company affairs or, if management is vested in one or more managers, the right to authorize such manager or managers to undertake any act appropriate for winding up the affairs of the limited liability company or completing transactions unfinished at dissolution, except that any member, his legal representative or his assignee, upon cause shown, may obtain winding up by the court. ­­-------- (L. 1993 S.B. 66 & 20 § 359.795)  Effective 12-01-93
MO Rev Stat § 347.149 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.149 - Court may liquidate assets, when.

Effective - 01 Dec 1993   347.149. Court may liquidate assets, when. — The court shall have full power to liquidate the assets and business of a limited liability company:  (1) In an action by a creditor, after dissolution of the limited liability company, when the claim of the creditor has been reduced to judgment and an execution thereon returned unsatisfied and it is established that the limited liability company is insolvent;  (2) Upon application by a limited liability company, or for cause shown, by a member, after dissolution, to have its liquidation continued under the supervision of the court;  (3) In an action filed by the attorney general after the issuance of a decree of dissolution for any of the causes provided in subsection 1 of section 347.143; or  (4) In an action filed by any member after the issuance of a decree of dissolution as provided in subsection 2 of section 347.143. ­­-------- (L. 1993 S.B. 66 & 20 § 359.798)  Effective 12-01-93
MO Rev Stat § 347.151 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.151 - Foreign limited liability company, conflict of laws.

Effective - 01 Dec 1993   347.151. Foreign limited liability company, conflict of laws. — Subject to the constitution of this state:  (1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its members; and  (2) A foreign limited liability company may not be denied registration by reason of any difference between those laws and the laws of this state. ­­-------- (L. 1993 S.B. 66 & 20 § 359.800)  Effective 12-01-93
MO Rev Stat § 347.153 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.153 - Foreign company, registration required — application, contents, fee.

Effective - 28 Aug 2013   347.153. Foreign company, registration required — application, contents, fee. — 1. Before transacting business in this state, a foreign limited liability company shall register in a format prescribed by the secretary unless otherwise exempt under subdivision (5) of subsection 5 of section 347.163. In order to register, a foreign limited liability company shall pay the required filing fee and shall submit to the secretary an application for registration as a foreign limited liability company signed on its behalf by a manager, member or other authorized agent and setting forth:  (1) The name of the foreign limited liability company and, if different, the name under which it proposes to register and transact business in this state;  (2) The jurisdiction in which it was formed and date of its formation;  (3) The purpose of the foreign limited liability company or the general character of the business it proposes to transact in this state;  (4) The name and physical address of its registered agent and registered office in this state, which office and agent shall be subject to the same rights and limitations as provided in sections 347.030 and 347.033;  (5) A statement that the secretary is appointed the agent of the foreign limited liability company for service of process if the limited liability company fails to maintain a registered agent in this state or if the agent cannot be found or served with the exercise of reasonable diligence;  (6) The address of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal office of the foreign limited liability company;  (7) A certificate of existence or a document of similar import duly authenticated by the secretary of state or other official having custody of the records in the state or country under whose laws it is registered; and  (8) A current certificate of good standing/existence from the secretary of state's office in the state of domicile, such document should be dated within sixty calendar days from filing.  2. The information provided by the foreign limited liability company under subdivisions (1) through (8) of subsection 1 of this section shall also be provided for each separate series of the limited liability company authorized to operate under section 347.186. ­­-------- (L. 1993 S.B. 66 & 20 § 359.802, A.L. 1998 S.B. 844, A.L. 2004 H.B. 1664, A.L. 2013 H.B. 510)
MO Rev Stat § 347.155 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.155 - Proper application for registration, duties of secretary.

Effective - 28 Aug 2004   347.155. Proper application for registration, duties of secretary. — If the secretary finds that an application for registration conforms to law and all requisite fees have been paid:  (1) The secretary shall endorse on the accepted application the word "Filed", and the month, day and year of the filing thereof; and  (2) The accepted filing shall be retained in the secretary of state's records and a copy of the accepted filing and certificate of registration shall be returned to the person who submitted the document or that person's representative. ­­-------- (L. 1993 S.B. 66 & 20 § 359.804, A.L. 2004 H.B. 1664)
MO Rev Stat § 347.157 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.157 - Name of foreign company regulated.

Effective - 01 Dec 1993   347.157. Name of foreign company regulated. — A foreign limited liability company may register with the secretary under any name, whether or not it is the name under which it is registered in its jurisdiction of organization, that could be registered by a domestic limited liability company. ­­-------- (L. 1993 S.B. 66 & 20 § 359.805)  Effective 12-01-93