reglab/statecodes huggingface dataset:
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.020 - Name of company regulated.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 28 Aug 2004
347.020. Name of company regulated. —
The name of each limited liability company as set forth in its articles of organization:
(1) Shall contain the words "limited company" or "limited liability company" or the abbreviation "LC", "LLC", "L.C." or "L.L.C." and shall be the name under which the limited liability company transacts business in this state unless the limited liability company registers another name under which it transacts business as provided under chapter 417 or conspicuously discloses its name as set forth in its articles of organization;
(2) May not contain the word "corporation", "incorporated", "limited partnership", "limited liability partnership", "limited liability limited partnership", or "Ltd." or any abbreviation of one of such words or any word or phrase which indicates or implies that it is organized for any purpose not stated in its articles of organization or that it is a governmental agency; and
(3) Must be distinguishable upon the records of the secretary from the name of any corporation, limited liability company, limited partnership, limited liability partnership, or limited liability limited partnership which is licensed, organized, reserved, or registered under the laws of this state as a domestic or foreign entity, unless:
(a) Such other holder of a reserved or registered name consents to such use in writing and files appropriate documentation to the secretary to change its name to a name that is distinguishable upon the records of the secretary from the name of the applying limited liability company; or
(b) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state is filed with the secretary.
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(L. 1993 S.B. 66 & 20 § 359.704, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.025 - Name may be reserved, how, time period.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 28 Aug 2004
347.025. Name may be reserved, how, time period. —
1. The exclusive right to the use of a name may be reserved by:
(1) Any person intending to organize a limited liability company under sections 347.010 to 347.187 and to adopt that name;
(2) Any domestic limited liability company intending to adopt that name;
(3) Any foreign limited liability company registered in this state intending to adopt that name or intending to register in this state and to adopt that name; or
(4) Any person intending to organize a foreign limited liability company and intending to have it registered in this state and to adopt that name.
2. The reservation shall be made by filing with the secretary in a format prescribed by the secretary, executed by the applicant, to reserve a specified name. If the secretary finds that the name is not registered with the secretary as a corporation, limited liability company, limited partnership, limited liability partnership, or limited liability limited partnership, and is otherwise available for use, it shall reserve the name for the exclusive use of the applicant for a period of sixty days from and after the date the application is filed with the state. A name reservation shall not exceed a period of one hundred eighty days from the date of the first name reservation application. Upon the one hundred eighty-first day the name shall cease reserve status and may not be placed back in such status.
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(L. 1993 S.B. 66 & 20 § 359.705, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.033 - Service upon agent deemed service on company — service upon organizer — secretary of state deemed agent of company, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.033. Service upon agent deemed service on company — service upon organizer — secretary of state deemed agent of company, when. —
1. The registered agent so appointed by a limited liability company shall be an agent of such limited liability company upon whom any process, notice or demand required or permitted by law to be served upon the limited liability company may be served, and which, when so served, shall be lawful personal service on the limited liability company.
2. In lieu of service upon the registered agent, process, notice or demand may be served upon an authorized person or in the event neither the registered agent nor an authorized person can be located in the exercise of due diligence, process, notice or demand may be served upon an organizer.
3. In the event that a limited liability company shall fail to appoint or maintain a registered agent in this state or in the event neither the registered agent, an authorized person, nor an organizer for the limited liability company can be located in the exercise of due diligence, then the secretary, as long as such default exists, shall be automatically appointed as an agent of such limited liability company upon whom any process, notice, or demand required or permitted by law to be served upon the limited liability company may be served. Service on the secretary of any process, notice or demand against a limited liability company shall be made by delivering to and leaving with the secretary, or with any clerk having charge of the limited liability company department of the secretary, a copy of such process, notice or demand. In the event that any process, notice or demand is served on the secretary, the secretary shall immediately cause a copy thereof to be forwarded by registered mail, to the address for any organizer as set forth in the articles of organization. The secretary shall keep copies of any process, notice or demand served upon the secretary pursuant to sections 347.010 to 347.187 for a period of five years. Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a limited liability company in any other manner now or hereafter permitted by law.
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(L. 1993 S.B. 66 & 20 § 359.708)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.035 - Organization authorized, purpose.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.035. Organization authorized, purpose. —
A limited liability company may be organized under sections 347.010 to 347.187 and may conduct or promote any lawful businesses or purposes within this state or any other jurisdiction.
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(L. 1993 S.B. 66 & 20 § 359.710)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.037 - Formation, articles of organization — when effective — filing, effect — company may not incur debt before filing — actions before filing, effect.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 24 Jun 1997, see footnote
347.037. Formation, articles of organization — when effective — filing, effect — company may not incur debt before filing — actions before filing, effect. —
1. Any person, whether or not a member or manager, may form a limited liability company by signing and filing articles of organization for such limited liability company with the secretary.
2. A limited liability company is formed when the articles of organization are filed with the secretary or on a later date set forth in the articles of organization, not to exceed ninety days from the filing date. If the articles of organization, as delivered to the secretary, do not substantially conform to the filing provisions of sections 347.010 to 347.187, the secretary shall return the articles of organization to the person so filing the articles of organization with a statement setting forth the nonconformity.
3. Each copy of the articles of organization stamped "filed" and marked with the filing date is conclusive evidence that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been legally organized and formed under sections 347.010 to 347.187 and is notice for all purposes of all other facts required to be set forth therein.
4. A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the articles of organization have been filed with the secretary or until the formation date specified in the articles of organization. Persons engaged in prefiling activities other than those described in the preceding sentence shall be jointly and severally liable except as provided in this section for any debts or liabilities incurred in the course of those activities. This section shall not be interpreted to invalidate any debts, contracts, or liabilities of the limited liability company incurred solely on behalf of a limited liability company to be formed, nor shall it be interpreted to impose personal liability on the persons incurring such debts, contracts or liabilities solely on behalf of the limited liability company to the extent so disclosed or to the extent such debts, contracts or liabilities provide otherwise.
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(L. 1993 S.B. 66 & 20 § 359.716, A.L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170); 5-20-97 (S.B. 170)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.039 - Articles, contents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 28 Aug 2013, 2 histories
347.039. Articles, contents. —
1. The articles of organization shall set forth:
(1) The name of the limited liability company;
(2) The purpose or purposes for which the limited liability company is organized, which may be stated to be, or to include, the transaction of any or all lawful business for which a limited liability company may be organized under sections 347.010 to 347.187;
(3) The address, including street and number, if any, of the registered office and the name of the registered agent at such office;
(4) A statement as to whether management of the limited liability company is vested in managers or in members;
(5) The events by which the limited liability company is to dissolve or the number of years the limited liability company is to exist, which may be any number or perpetual; and
(6) The name and physical business or residence address of each organizer.
2. The information provided by the limited liability company under subdivisions (1) through (6) 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.
3. The articles of organization may set forth any other provision, not inconsistent with law or sections 347.010 to 347.187, which are in the operating agreement of the limited liability company.
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(L. 1993 S.B. 66 & 20 § 359.718, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 1998 S.B. 844, A.L. 2004 H.B. 1664, A.L. 2013 H.B. 510)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.041 - Articles of amendment, contents — amendments required, when.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 28 Aug 2004
347.041. Articles of amendment, contents — amendments required, when. —
1. A limited liability company's articles of organization is amended by filing with the secretary articles of amendment, which shall set forth:
(1) The name of the limited liability company;
(2) The date the articles of amendment are filed, and, if the articles of amendment provide that they are not to become effective until a specified date after their filing date, the date that they are to become effective which may not be more than ninety days after their filing date;
(3) If the amendment is required to be filed as a result of the occurrence of any event specified in subdivision (2) of subsection 2 of this section, the nature of the event and the date such event occurred or is to occur;
(4) The amendment to the articles of organization; and
(5) A statement that the amendment is authorized under the operating agreement or is otherwise required to be filed under the provisions of sections 347.010 to 347.187.
2. A limited liability company's articles of organization shall be amended promptly, but in no event more than sixty days after the occurrence of any of the following events:
(1) To reflect any change in management of the limited liability company that was previously vested whether in managers or members;
(2) To reflect a change in the name of the limited liability company; or
(3) To reflect a change in the time set forth in the articles of organization for the limited liability company to dissolve.
3. Except as otherwise provided in the operating agreement, a limited liability company's articles of organization may be amended from time to time in any and as many respects as may be desired so long as its articles of organization contain only such provisions as are contained in the operating agreement at the time of making such amendment.
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(L. 1993 S.B. 66 & 20 § 359.720, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.043 - Restated articles of organization — contents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.043. Restated articles of organization — contents. —
1. A limited liability company may integrate into a single instrument all of the provisions of its articles of organization and amendments thereto, and it may at the same time also further amend or supplement its articles of organization by adopting restated articles of organization as follows:
(1) If the restated articles of organization merely restate and integrate but do not further amend the initial articles of organization, as previously amended or supplemented by any articles, notices or documents that were executed and filed pursuant to sections 347.010 to 347.187, it shall be specifically designated in its heading as "Restated Articles of Organization", together with a statement that it only restates and integrates and does not further amend the provisions of the articles of organization as previously amended or supplemented and there is no discrepancy between those provisions and the provisions of the restated articles, and shall be executed and filed with the secretary; or
(2) If the restated articles restate and integrate and also further amend in any respect the articles of organization, as previously amended or supplemented, it shall be specifically designated in its heading as "Amended and Restated Articles of Organization", and shall be executed and filed with the secretary.
2. Restated articles of organization shall state, either in their heading or in an introductory paragraph, the limited liability company's present name, and, if it has been changed, the name under which it was originally filed and the date of filing of its initial articles of organization.
3. Upon the filing of the restated articles of organization with the secretary, the initial articles, as previously amended or supplemented, shall be superseded. Thereafter, the restated articles of organization, including any further amendment or changes made by the restated articles, shall be the articles of organization, but the original effective date of formation shall remain unchanged.
4. Any amendment or change made in connection with the restatement of the articles of organization shall be subject to any other provision of sections 347.010 to 347.187, not inconsistent with this section, that would apply if separate articles of amendment were filed to make the amendment or change.
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(L. 1993 S.B. 66 & 20 § 359.722)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.045 - Articles of termination — contents.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.045. Articles of termination — contents. —
When all of the remaining property and assets of a limited liability company have been applied and distributed as provided in section 347.139 or when a domestic limited liability company is not the surviving entity, the articles of organization shall be cancelled by filing articles of termination with the secretary setting forth:
(1) The name of the limited liability company;
(2) The date of filing of its articles of organization;
(3) The reason for filing the articles of termination;
(4) The date the articles of termination are filed, and, if such articles of termination provide that they are not to become effective until a specified date after their filing date, the effective date of such articles of termination, which shall be in no event more than ninety days after their filing date;
(5) That a notice of merger or consolidation or a notice of winding up disclosing the dissolution has been filed with the secretary as provided in section 347.129 or 347.137, as the case may be, and the date on which such notice was filed; and
(6) Any other matters which the members shall determine.
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(L. 1993 S.B. 66 & 20 § 359.724)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• 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.
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(L. 1993 S.B. 66 & 20 § 359.725, A.L. 2004 H.B. 1664)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• 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.
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(L. 2001 S.B. 288, A.L. 2017 S.B. 111, A.L. 2019 H.B. 959)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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.
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(L. 1993 S.B. 66 & 20 § 359.726)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• 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.
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(L. 1993 S.B. 66 & 20 § 359.728, A.L. 2004 H.B. 1664)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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.
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(L. 1993 S.B. 66 & 20 § 359.730)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• 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.
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(L. 1993 S.B. 66 & 20 § 359.732, A.L. 2004 H.B. 1664)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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.
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(L. 1993 S.B. 66 & 20 § 359.734)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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.
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(L. 1993 S.B. 66 & 20 § 359.735)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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.
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(L. 1993 S.B. 66 & 20 § 359.736)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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.
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(L. 1993 S.B. 66 & 20 § 359.737)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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.
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(L. 1993 S.B. 66 & 20 § 359.738)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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.
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(L. 1993 S.B. 66 & 20 § 359.739)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 24 Jun 1997, see footnote
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.
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(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)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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.
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(L. 1993 S.B. 66 & 20 § 359.741)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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.
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(L. 1993 S.B. 66 & 20 § 359.742)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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.
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(L. 1993 S.B. 66 & 20 § 359.743)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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.
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(L. 1993 S.B. 66 & 20 § 359.744)
Effective 12-01-93