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 347.081 - Operating agreement, contents — policy statement — enforceability, remedies.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 28 Aug 2004
347.081. Operating agreement, contents — policy statement — enforceability, remedies. —
1. The member or members of a limited liability company shall adopt an operating agreement containing such provisions as such member or members may deem appropriate, subject only to the provisions of sections 347.010 to 347.187 and other law. The operating agreement may contain any provision, not inconsistent with law, relating to the conduct of the business and affairs of the limited liability company, its rights and powers, and the rights, powers and duties of its members, managers, agents or employees, including:
(1) Whether the management of the limited liability company shall be vested in one or more members, managers or other persons, and, if so, the powers and authority to be exercised by such persons;
(2) Providing for classes or groups of members having various rights, powers and duties, and providing for the future creation of additional classes or groups of members having relative rights, powers and duties superior or equal to existing classes and groups of members;
(3) The exercise or division of management or voting rights among different classes or groups of members, managers or other persons on a per capita or other basis;
(4) With respect to any matter requiring a vote, approval or consent of members or managers, provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, waiver of notice, action by consent without a meeting, quorum requirements, authorizations by proxy, or any other matter with respect to the exercise of any voting or approval rights;
(5) Authorizing all or certain persons to execute articles, notices or documents permitted or required by sections 347.010 to 347.187;
(6) Restrictions on the transfer of members' interests in the limited liability company, and options or rights to acquire or sell members' interests in the limited liability company;
(7) The manner in which income, gain, deduction, loss, credit and items thereof are to be allocated to the members; and
(8) Provisions relating to any tax elections to be made by the limited liability company and the authorization of persons to make such elections.
2. It is the policy of sections 347.010 to 347.187 to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
3. The operating agreement shall be enforceable at law or in equity by any member to the extent provided in applicable law.
4. This section shall not affect any otherwise valid agreement among members of a limited liability company.
­­--------
(L. 1993 S.B. 66 & 20 § 359.746, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.083 - Action or vote without meeting, consent required.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.083. Action or vote without meeting, consent required. —
Unless otherwise provided in the operating agreement, any action or vote which must be taken at a meeting of the members or managers, as the case may be, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons entitled to act or vote with respect to such matter. Such consent shall have the same effect as an act or vote of such persons.
­­--------
(L. 1993 S.B. 66 & 20 § 359.747)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.085 - Waiver of required notice, effect — attendance at meeting — effect.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.085. Waiver of required notice, effect — attendance at meeting — effect. —
1. When, under the provisions of sections 347.010 to 347.187 or under the provisions of the operating agreement of a limited liability company, notice is required to be given to any person, a waiver in writing signed by that person, whether before or after the time stated in it, is equivalent to the giving of notice.
2. A person's attendance at a meeting:
(1) Waives objection to lack of notice or defective notice of the meeting, unless such person at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless such person objects to considering the matter when it is presented.
­­--------
(L. 1993 S.B. 66 & 20 § 359.748)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.088 - Standard of duty — extent of liabilities and duties — profit or benefit, duty.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 28 Aug 2004
347.088. Standard of duty — extent of liabilities and duties — profit or benefit, duty. —
1. Except as otherwise provided in the operating agreement an authorized person shall discharge his or her duty under sections 347.010 to 347.187 and the operating agreement in good faith, with the care a corporate officer of like position would exercise under similar circumstances, in the manner a reasonable person would believe to be in the best interest of the limited liability company, and shall not be liable for any such action so taken or any failure to take such action, if he or she performs such duties in compliance with this subsection.
2. To the extent that, at law or equity, a member or manager or other person has duties, including fiduciary duties, and liabilities relating to those duties to the limited liability company or to another member, manager, or other person that is party to or otherwise bound by an operating agreement:
(1) Any such member, manager, or other person acting under the operating agreement shall not be liable to the limited liability company or to any such other member, manager, or other person for the member's, manager's, or other person's good faith reliance on the provisions of the operating agreement; and
(2) The member's, manager's or other person's duties and liabilities may be expanded or restricted by provision in the operating agreement.
3. Except as otherwise provided in the operating agreement, every member or manager, if any, shall account to the limited liability company and hold as trustee for it any profit or benefit derived by such person without the informed consent of more than one-half by number of disinterested managers or members from any transaction connected with the conduct of the business and affairs or the winding up of the limited liability company, or from any personal use by such person of the property of the limited liability company, including confidential or proprietary information of the limited liability company or other matters entrusted to him as a result of his status as manager or member.
4. Except as provided in subsection 2 of this section or the operating agreement, one who is a member of a limited liability company in which management is vested in one or more managers and who is not a manager shall have no duties to the limited liability company or to the other members solely by reason of acting in his capacity as a member.
­­--------
(L. 1993 S.B. 66 & 20 § 359.749, A.L. 2004 H.B. 1664)
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.090 - Reliance by authorized person upon information — discharge of duties.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.090. Reliance by authorized person upon information — discharge of duties. —
1. Unless he has knowledge concerning the matter in question that makes such reliance unwarranted, in discharging his duties under the operating agreement, an authorized person is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more employees of the limited liability company whom such authorized person reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, accountants, or other persons as to matters such authorized person reasonably believes are within such person's professional or expert competence; or
(3) A committee of managers or members of which he is not a constituent, if such authorized person reasonably believes that the committee merits confidence.
2. An authorized person is not liable for any action taken with respect to his duties under the operating agreement, or any failure to take such action, if he performs such duties in compliance with this section.
­­--------
(L. 1993 S.B. 66 & 20 § 359.750)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.093 - Member or manager may lend money and transact business.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.093. Member or manager may lend money and transact business. —
Except as provided in the operating agreement, a member or manager may lend money to and transact business with the limited liability company and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a member or manager.
­­--------
(L. 1993 S.B. 66 & 20 § 359.752)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.095 - Claims among managers or members.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.095. Claims among managers or members. —
Nothing contained in sections 347.079 to 347.090 shall have any application to claims among members, managers, or the limited liability company on the one hand, and persons who assert claims against a member, manager or a limited liability company which do not arise from the claimant's status as a member or manager of that limited liability company.
­­--------
(L. 1993 S.B. 66 & 20 § 359.753)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.097 - Interest may issue upon consideration.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.097. Interest may issue upon consideration. —
An interest in a limited liability company may be issued for the consideration of a contribution or an enforceable promise to make a contribution in the future, or both.
­­--------
(L. 1993 S.B. 66 & 20 § 359.754)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.099 - Promises for contribution to be in writing — performance of promise, remedy — cause of action.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.099. Promises for contribution to be in writing — performance of promise, remedy — cause of action. —
1. No promise by a member to make a contribution to the limited liability company is enforceable unless set out in a writing signed by the member.
2. Except as provided in the operating agreement, a member or, in the case of a deceased member, that member's personal representative, is obligated to the limited liability company to perform any promise to make a contribution, including a promise to render services, even if the member is unable to perform because of death, disability or any other reason. If a member does not make the required contribution, the member is obligated, at the option of the limited liability company, to contribute cash equal to the value, as stated in the operating agreement or the records required to be kept pursuant to section 347.091, of that portion of the promised contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company or other members may have against such member under the operating agreement or applicable law.
3. A member's obligation to make a contribution shall not be enforceable by a third-party creditor of the limited liability company or any other member unless the member so obligated to make such contribution has specifically agreed or consented to such enforcement or the limited liability company has assigned such member's obligation to the creditor or creditors seeking to enforce the obligation.
4. Upon the failure of a member to make a promised contribution when due, the limited liability company may enforce such member's obligation by appropriate legal action for damages for breach of contract or for specific performance, and the limited liability company and other members may exercise and enforce such additional rights and remedies as may be provided under the operating agreement in the event of any such failure, subject to the applicable law regarding the enforcement of contracts.
­­--------
(L. 1993 S.B. 66 & 20 § 359.755)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.101 - Distributions required, when — manner.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.101. Distributions required, when — manner. —
1. Except as provided in section 347.109, a limited liability company shall make distributions of cash or other property to its members before the dissolution and winding up of the limited liability company at the times or upon the happening of the events specified in the operating agreement or, if the operating agreement does not so specify, then at such times as may be approved by a majority of the authorized persons.
2. Distributions of cash or other property to members by a limited liability company before the dissolution and winding up of a limited liability company shall be shared among the members, and among classes of members, in the manner and in the relative priorities provided in the operating agreement. If the operating agreement does not so provide, distributions shall be shared among the members in the following manner:
(1) First, distributions shall be shared among the members in proportion to the amount of cash contributions and the value of other contributions, as stated in the operating agreement or the records required to be kept pursuant to section 347.091, made by them, respectively, until each member has been returned his contributions; and
(2) Second, distributions shall be shared by the members equally.
­­--------
(L. 1993 S.B. 66 & 20 § 359.756)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.105 - Distribution, form of.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.105. Distribution, form of. —
Except as otherwise provided in the operating agreement, a member, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except as provided in the operating agreement, a member may not be compelled to accept a distribution of any property other than cash from the limited liability company unless the members receive undivided ownership interests therein that are in the same proportions as they would have shared in a cash distribution equal to the value of such property at the time of distribution.
­­--------
(L. 1993 S.B. 66 & 20 § 359.762)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.107 - Remedies of member entitled to distribution.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.107. Remedies of member entitled to distribution. —
At the time a member becomes entitled to receive a distribution in accordance with sections 347.010 to 347.187 and the operating agreement, that member has the status of, and is entitled to, all remedies available to a creditor of the limited liability company with respect to the distribution.
­­--------
(L. 1993 S.B. 66 & 20 § 359.764)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.111 - Allocation of profits or losses, manner.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.111. Allocation of profits or losses, manner. —
The profits or losses of a limited liability company shall be allocated among the members, and among classes of members, in the manner provided in the operating agreement. If the operating agreement does not so provide, profits shall be allocated among the members in the amount and manner of any losses previously allocated to the members to the extent not previously offset by allocations of profit and then according to the manner in which they share in distributions which exceed the repayment of their contributions, and losses shall be allocated among the members according to the respective contributions which they have made and promised to make in the future.
­­--------
(L. 1993 S.B. 66 & 20 § 359.766)
Effective 12-01-93
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.113 - Members — additional members.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.113. Members — additional members. —
1. A person is a member at the time the limited liability company is formed if such person is identified as a member in and signs, in person or by an attorney in fact, or otherwise becomes a party to the operating agreement.
2. A person may be admitted as an additional member by signing, in person or by an attorney in fact, or otherwise becoming a party to the operating agreement and by complying with the applicable terms and conditions of the operating agreement or, if the operating agreement does not so provide, upon the written consent of all members; or in the case of an assignee of the interest of a member who has the power, as provided in the operating agreement, to grant the assignee the right to become a member, upon the exercise of that power in compliance with any conditions limiting the exercise thereof.
­­--------
(L. 1993 S.B. 66 & 20 § 359.768)
Effective 12-01-93
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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
2023 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.

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

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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
2023 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.

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

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• 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)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 28 Aug 2013, 2 histories
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)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• 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)
2023 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.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
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
2023 Missouri Revised Statutes › Title XXIII - Corporations, Associations and Partnerships › Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations › Section 347.160 - Amended certificates of registration required for certain foreign companies, when — additional information required, due date — fee.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 28 Aug 2004
347.160. Amended certificates of registration required for certain foreign companies, when — additional information required, due date — fee. —
1. A foreign limited liability company authorized to transact business in the state shall obtain an amended certificate of registration from the secretary of state if it changes:
(1) The name of the limited liability company;
(2) The state or country of its registration.
2. The amendment shall include 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, such document should be dated within sixty calendar days from filing for acceptance.
3. The fee for filing an amended certificate of registration shall be twenty dollars.
­­--------
(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 347.161 - Cancellation, articles of.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 28 Aug 2004
347.161. Cancellation, articles of. —
A foreign limited liability company may cancel its registration by filing with the secretary articles of cancellation signed on its behalf by a manager, member or other authorized agent. A cancellation does not terminate the authority of the secretary to accept service of process on the foreign limited liability company with respect to causes of action arising out of the transactions of business in this state.
­­--------
(L. 1993 S.B. 66 & 20 § 359.808, 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 347.165 - Cause of action authorized.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.165. Cause of action authorized. —
The secretary may bring an action to restrain a foreign limited liability company from transacting business in this state in violation of sections 347.010 to 347.187.
­­--------
(L. 1993 S.B. 66 & 20 § 359.812)
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 347.167 - Service of process, venue.

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter 347
• Effective - 01 Dec 1993, see footnote
347.167. Service of process, venue. —
Service on a foreign limited liability company shall be as provided in section 347.033. Venue of actions against foreign limited liability companies shall be as provided in section 347.069.
­­--------
(L. 1993 S.B. 66 & 20 § 359.814)
Effective 12-01-93