reglab/housing_qa huggingface dataset:
MO Rev Stat § 347.047 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.047 - Execution of documents, manner — affirmation.

Effective - 28 Aug 2004   347.047. Execution of documents, manner — affirmation. — 1. Unless otherwise provided in sections 347.010 to 347.187, articles, notices or documents permitted or required by sections 347.010 to 347.187 to be filed with the secretary shall be executed in the following manner:  (1) The initial articles of organization shall be executed by the organizer or organizers;  (2) An amended or restated articles of organization, statement of change of registered agent or registered office, notice of merger or consolidation, notice of winding up, articles of termination or other document required or permitted to be filed under sections 347.010 to 347.187 shall be executed by an authorized person or any other person duly authorized under the operating agreement; and  (3) All articles, notices and documents required by sections 347.010 to 347.187 to be filed by a limited liability company which is in the hands of a receiver, trustee, or other court-appointed fiduciary, shall be executed by such fiduciary.  2. The original, amended or restated articles of organization, notice of winding up, notice of merger or consolidation, articles of termination or other document required or permitted to be filed under sections 347.010 to 347.187 may be executed by a person duly authorized under a power of attorney.  3. The execution of any document required by sections 347.010 to 347.187 constitutes an affirmation under the penalties as set out in section 575.040 that the facts stated therein are true and that such person or persons are duly authorized to execute such document or are otherwise required to file such document under sections 347.010 to 347.187. ­­-------- (L. 1993 S.B. 66 & 20 § 359.725, A.L. 2004 H.B. 1664)
MO Rev Stat § 347.048 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.048 - Affidavit filing required for certain limited liability companies — fees prohibited — failure to file, remedy.

Effective - 28 Aug 2019, 3 histories   347.048. Affidavit filing required for certain limited liability companies — fees prohibited — failure to file, remedy. — 1. (1) Any limited liability company that owns and rents or leases real property, or owns unoccupied real property, located within:  (a) Any home rule city with a population of more than four hundred thousand inhabitants which is located in more than one county;  (b) Any home rule city with more than one hundred sixteen thousand but fewer than one hundred fifty-five thousand inhabitants; or  (c) Any home rule city with more than seventy-one thousand but fewer than seventy-nine thousand inhabitants ­­shall file with that city's clerk an affidavit listing the name and street address of at least one natural person who has management control and responsibility for the real property owned and leased or rented by the limited liability company, or owned by the limited liability company and unoccupied.  (2) Within thirty days following the cessation of management control and responsibility of any natural person named in an affidavit described in this section, the limited liability company shall file a successor affidavit listing the name and street address of a natural person successor.  2. No limited liability company shall be charged a fee for filing an affidavit or successor affidavit required under this section.  3. If a limited liability company required by this section to file an affidavit or a successor affidavit fails or refuses to file such completed affidavit with the appropriate clerk, any person who is adversely affected by the failure or refusal or the home rule city may petition the circuit court in the county where the property is located to direct the execution and filing of such document. ­­-------- (L. 2001 S.B. 288, A.L. 2017 S.B. 111, A.L. 2019 H.B. 959)
MO Rev Stat § 347.049 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.049 - Failure to execute documents, action to direct execution.

Effective - 01 Dec 1993   347.049. Failure to execute documents, action to direct execution. — If a person required by section 347.047 to execute articles, notices or documents required to be filed pursuant to sections 347.010 to 347.187 fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court in the county where the principal place of business or the registered office of the limited liability company is located to direct the execution and filing of such document. If the court finds that it is proper for such document to be executed and filed and that there has been failure or refusal to execute and file such document, it shall order the secretary to file the appropriate document. ­­-------- (L. 1993 S.B. 66 & 20 § 359.726)  Effective 12-01-93
MO Rev Stat § 347.051 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.051 - Delivery of documents to secretary of state, format, duties.

Effective - 28 Aug 2004   347.051. Delivery of documents to secretary of state, format, duties. — 1. The original copy of the articles of organization, an amendment or restatement of such articles, articles of termination, statement of change of registered agent or registered office, or any other statement, document or notice required or permitted to be filed pursuant to sections 347.010 to 347.187, or of any judicial decree requiring the filing of such document under sections 347.010 to 347.187, in a format as prescribed by the secretary of state, shall be delivered to the secretary of state. A person who executes articles or other documents to be filed under sections 347.010 to 347.187 as an agent or fiduciary need not evidence his authority as a prerequisite to filing. If the secretary determines that the documents substantially conform to the filing provisions of sections 347.010 to 347.187, it shall, when all required filing fees have been paid:  (1) Endorse on the accepted signed original the word "Filed", and the date of its acceptance for filing;  (2) The accepted original filing and certificate shall be retained by the secretary of state as a state record and a copy of both shall be returned to the person who submitted said document or the person's representative.  2. Upon the return by the secretary of any articles, notices, documents or judicial decree of amendment marked "Filed", the person or persons executing such documents shall promptly deliver or mail a copy thereof to each member unless the operating agreement provides otherwise. ­­-------- (L. 1993 S.B. 66 & 20 § 359.728, A.L. 2004 H.B. 1664)
MO Rev Stat § 347.053 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.053 - False statements in documents, action for damages — failure to timely file, civil penalty, waiver — effect.

Effective - 01 Dec 1993   347.053. False statements in documents, action for damages — failure to timely file, civil penalty, waiver — effect. — 1. If articles of organization, articles of amendment, a notice of winding up, or a notice of merger or consolidation filed pursuant to sections 347.010 to 347.187 contains a false statement, one who suffers loss by good faith reliance on such statement may recover damages for the loss from the limited liability company and from the person or persons who executed such document, or caused another to execute it on his behalf, knowing the statement to be false at the time such document was executed.  2. If the person or persons required under section 347.047 to execute the articles of amendment fail to file the articles of amendment within the time period prescribed in subsection 2 of section 347.041, the limited liability company and such person or persons shall be assessed by the secretary a civil penalty in the aggregate amount of ten dollars a day for each day the amendment has not been delivered to the secretary, but not to exceed one thousand dollars; except that the secretary may waive the penalty upon showing of reasonable cause for the failure to amend in a timely manner, and in no event shall a penalty be imposed under this section if a proceeding under section 347.049 has been commenced within such time period. Failure to file articles of amendment, a notice of winding up or articles of termination shall not be grounds for imposing liability on any person for the debts and obligations of the limited liability company. ­­-------- (L. 1993 S.B. 66 & 20 § 359.730)  Effective 12-01-93
MO Rev Stat § 347.055 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.055 - Statement of correction, filed when — contents — execution, effective, when — fee — statement signed.

Effective - 28 Aug 2004   347.055. Statement of correction, filed when — contents — execution, effective, when — fee — statement signed. — 1. A domestic or foreign limited liability company may file a statement of correction in a format prescribed by the secretary of state, if the filed document contains an incorrect statement as of the date such document was filed.  2. The statement of correction shall:  (1) State the name of the limited liability company;  (2) State the type of document being corrected;  (3) State the name of the jurisdiction under the law of organization;  (4) Describe the incorrect statement and the reason for the correction;  (5) If the correction is for a foreign liability company with regard to an incorrect name, provide a certificate of existence or 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.  3. Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.  4. The secretary of state shall collect a filing fee of five dollars upon filing the statement of correction.  5. The statement of correction shall be signed by an authorized person of the limited liability company. ­­-------- (L. 1993 S.B. 66 & 20 § 359.732, A.L. 2004 H.B. 1664)
MO Rev Stat § 347.057 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.057 - Limitation of liability of member or manager.

Effective - 01 Dec 1993   347.057. Limitation of liability of member or manager. — A person who is a member, manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the limited liability company, whether arising in contract, tort or otherwise or for the acts or omissions of any other member, manager, agent or employee of the limited liability company. ­­-------- (L. 1993 S.B. 66 & 20 § 359.734)  Effective 12-01-93
MO Rev Stat § 347.059 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.059 - Actions without authority, liability.

Effective - 01 Dec 1993   347.059. Actions without authority, liability. — All persons who assume to act as a limited liability company without authority to do so and without a good faith belief that they have such authority shall be jointly and severally liable for all debts and liabilities incurred by such persons so acting. ­­-------- (L. 1993 S.B. 66 & 20 § 359.735)  Effective 12-01-93
MO Rev Stat § 347.061 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.061 - Property of company — title.

Effective - 01 Dec 1993   347.061. Property of company — title. — 1. Property transferred to or otherwise acquired by a limited liability company becomes property of the limited liability company. A member has no interest in specific limited liability company property.  2. Property may be acquired, held and conveyed in the name of a limited liability company. Any estate in real property may be acquired in the name of the limited liability company and title to any estate so acquired shall vest in the limited liability company itself rather than in the members individually.  3. Subject to subsection 4 of this section:  (1) Property is presumed to be owned by the limited liability company if it is acquired in the name of the limited liability company;  (2) Property is presumed to be owned by the limited liability company if it is purchased with funds of the limited liability company even if it is acquired in the name of a member or other person; and  (3) Property is presumed to be separate property of one or more members or other persons if it is acquired in the name or names of such person or persons without use of funds of the limited liability company even though the property was used for purposes of the business of the limited liability company.  4. Real property and other property held of public record otherwise than in the name of the limited liability company, the ownership of which is customarily publicly recorded, shall not be deemed to be owned by the limited liability company to the prejudice of a person who is not a member and who did not have actual knowledge to the contrary. ­­-------- (L. 1993 S.B. 66 & 20 § 359.736)  Effective 12-01-93
MO Rev Stat § 347.063 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.063 - Transfer of property — instrument of transfer — claims, effect.

Effective - 01 Dec 1993   347.063. Transfer of property — instrument of transfer — claims, effect. — 1. Title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any authorized person in the name of the limited liability company.  2. Title to property of the limited liability company that is held in the name of one or more members or managers with an indication in the instrument transferring title to the property to them of their capacity as members or managers of a limited liability company or of the existence of a limited liability company, even if the name of the limited liability company is not indicated, may be transferred by an instrument of transfer executed by the persons in whose name title is held.  3. Property transferred under subsections 1 and 2 of this section may be recovered by the limited liability company if it proves that the act of the person executing the instrument of transfer did not bind the limited liability company under section 347.065, unless the property has been transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gives value without having notice that the person who executed the instrument of initial transfer lacked authority to bind the limited liability company.  4. Title to property of the limited liability company that is held in the name of one or more persons other than the limited liability company without an indication in the instrument transferring title to the property to them of their capacity as members or managers of a limited liability company or of the existence of a limited liability company, may be transferred free of any claims of the limited liability company or the members by the persons in whose name title is held to a transferee who gives value without having notice that it is property of a limited liability company. ­­-------- (L. 1993 S.B. 66 & 20 § 359.737)  Effective 12-01-93
MO Rev Stat § 347.065 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.065 - Members deemed to be agents, acts bind company — one or more managers, effect — act in contravention of restriction on authority.

Effective - 01 Dec 1993   347.065. Members deemed to be agents, acts bind company — one or more managers, effect — act in contravention of restriction on authority. — 1. Except as provided in subsection 2 of this section, every member is an agent of the limited liability company for the purpose of its business and affairs, and the act of any member, including, but not limited to, the execution of any instrument, for apparently carrying on in the usual way of the business or affairs of the limited liability company of which he is a member binds the limited liability company, unless the member so acting has in fact no authority to act for the limited liability company in the particular matter, and the person with whom he is dealing has knowledge of the fact that the member has no such authority.  2. If the articles of organization provide that management of the limited liability company is vested in one or more managers:  (1) No member, acting solely in his capacity as a member, is an agent of the limited liability company; and  (2) Every manager is an agent of the limited liability company for the purpose of its business and affairs, and the act of any manager for apparently carrying on in the usual way of the business or affairs of the limited liability company of which he is a manager binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom he is dealing has knowledge of the fact that the manager has no such authority.  3. An act of a member or manager which is not apparently for the carrying on the usual way of the business or affairs of the limited liability company does not bind the limited liability company unless authorized in accordance with the terms of the operating agreement, at the time of the transaction or at any other time.  4. No act of a member, manager or other agent of a limited liability company in contravention of a restriction on authority shall bind the limited liability company to persons having knowledge of the restriction. ­­-------- (L. 1993 S.B. 66 & 20 § 359.738)  Effective 12-01-93
MO Rev Stat § 347.067 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.067 - Binding act after dissolution, manner — unauthorized acts.

Effective - 01 Dec 1993   347.067. Binding act after dissolution, manner — unauthorized acts. — 1. After dissolution, an authorized person can bind the limited liability company, except as provided in subsection 2 of this section, as follows:  (1) By any act appropriate for winding up the affairs of the limited liability company or completing transactions unfinished at dissolution; and  (2) By any transaction which, although not authorized, would bind the limited liability company if dissolution had not taken place, if the other party to the transaction:  (a) Had extended credit to the limited liability company within two years prior to the event causing the dissolution and had no knowledge or notice of the dissolution; or  (b) Though such party had not so extended credit, had nevertheless known of the limited liability company prior to dissolution, had no knowledge or notice of dissolution, the fact of dissolution had not been disclosed by a notice of winding up filed pursuant to section 347.137 or a notice of merger or consolidation filed pursuant to section 347.129.  2. The limited liability company is not bound by any unauthorized act of an authorized person after dissolution:  (1) Where the limited liability company is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up limited liability company affairs;  (2) Where such authorized person is the subject of a bankruptcy and there is at least one remaining authorized person who is not the subject of a bankruptcy; or  (3) Where the person so dealing with such authorized person has knowledge that such act is not authorized. ­­-------- (L. 1993 S.B. 66 & 20 § 359.739)  Effective 12-01-93
MO Rev Stat § 347.069 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.069 - Proper party to proceedings by or against company — joinder of proper parties — commencement of proceedings, where proper.

Effective - 24 Jun 1997   347.069. Proper party to proceedings by or against company — joinder of proper parties — commencement of proceedings, where proper. — 1. A member, manager, employee, or agent of a limited liability company is not a proper party to proceedings by or against a limited liability company, except where the object is to enforce such person's right against or duty or liability to the limited liability company. Notwithstanding any provision of sections 347.010 to 347.187 to the contrary, any person, including a member, manager, employee or agent of a limited liability company, against whom a claim exists may be joined as a proper party to proceedings by or against a limited liability company to the extent the claim arises out of the transaction or occurrence that is the subject matter of the claim against the limited liability company.  2. Proceedings against a limited liability company shall be commenced either in the county where the cause of action accrued or in any county where such limited liability company shall have or usually keep an office or agent for the transaction of its usual and customary business, or in the county in which the office of the registered agent of the limited liability company is maintained. ­­-------- (L. 1993 S.B. 66 & 20 § 359.740, 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 § 347.071 (2021)
2021 Missouri Revised Statutes|Title XXIII - Corporations, Associations and Partnerships|Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations|Section 347.071 - Admission or representation evidence, when.

Effective - 01 Dec 1993   347.071. Admission or representation evidence, when. — An admission or representation made by any authorized person concerning limited liability company business or affairs within the scope of his authority as conferred by sections 347.010 to 347.187 is evidence against the limited liability company. ­­-------- (L. 1993 S.B. 66 & 20 § 359.741)  Effective 12-01-93