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U.S. State Codes
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Missouri
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Title XXIII - Corporations,...
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Chapter 347 - Limited Liability Companies — Mer...
Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations
Section 347.010 Name of law.
Section 347.015 Definitions.
Section 347.017 Single member companies, compliance with this chapter.
Section 347.020 Name of company regulated.
Section 347.025 Name may be reserved, how, time period.
Section 347.030 Maintenance of office and agent for service of process — change of office or agent, filing, contents — effective, when — change upon filing by agent, contents — agent may resign, filing, contents.
Section 347.033 Service upon agent deemed service on company — service upon organizer — secretary of state deemed agent of company, when.
Section 347.035 Organization authorized, purpose.
Section 347.037 Formation, articles of organization — when effective — filing, effect — company may not incur debt before filing — actions before filing, effect.
Section 347.039 Articles, contents.
Section 347.041 Articles of amendment, contents — amendments required, when.
Section 347.043 Restated articles of organization — contents.
Section 347.045 Articles of termination — contents.
Section 347.047 Execution of documents, manner — affirmation.
Section 347.048 Affidavit filing required for certain limited liability companies — fees prohibited — failure to file, remedy.
Section 347.049 Failure to execute documents, action to direct execution.
Section 347.051 Delivery of documents to secretary of state, format, duties.
Section 347.053 False statements in documents, action for damages — failure to timely file, civil penalty, waiver — effect.
Section 347.055 Statement of correction, filed when — contents — execution, effective, when — fee — statement signed.
Section 347.057 Limitation of liability of member or manager.
Section 347.059 Actions without authority, liability.
Section 347.061 Property of company — title.
Section 347.063 Transfer of property — instrument of transfer — claims, effect.
Section 347.065 Members deemed to be agents, acts bind company — one or more managers, effect — act in contravention of restriction on authority.
Section 347.067 Binding act after dissolution, manner — unauthorized acts.
Section 347.069 Proper party to proceedings by or against company — joinder of proper parties — commencement of proceedings, where proper.
Section 347.071 Admission or representation evidence, when.
Section 347.073 Notice to authorized person of business matter, effect.
Section 347.075 Company liable, when.
Section 347.077 Misapplication of money, liability.
Section 347.079 Management of company — managers, appointment — consent of members required for certain acts.
Section 347.081 Operating agreement, contents — policy statement — enforceability, remedies.
Section 347.083 Action or vote without meeting, consent required.
Section 347.085 Waiver of required notice, effect — attendance at meeting — effect.
Section 347.088 Standard of duty — extent of liabilities and duties — profit or benefit, duty.
Section 347.090 Reliance by authorized person upon information — discharge of duties.
Section 347.091 Items required to be kept at principal place of business — rights of members — failure to deliver items to secretary, penalty.
Section 347.093 Member or manager may lend money and transact business.
Section 347.095 Claims among managers or members.
Section 347.097 Interest may issue upon consideration.
Section 347.099 Promises for contribution to be in writing — performance of promise, remedy — cause of action.
Section 347.101 Distributions required, when — manner.
Section 347.103 Dissolution as result of withdrawal of member, distribution — withdrawal in violation of agreement.
Section 347.105 Distribution, form of.
Section 347.107 Remedies of member entitled to distribution.
Section 347.109 Limitations upon distributions — date of measurement of effective distributions — wrongful distribution, liability, contribution.
Section 347.111 Allocation of profits or losses, manner.
Section 347.113 Members — additional members.
Section 347.115 Interest in company is personal property, assignability, distributions, pledge of security interest, effect — rights of assignee — liability of assignor.
Section 347.117 Effect of death or incompetence of member, assignability of interest — business organization as member, dissolution, assignability of interest.
Section 347.119 Judgment creditor of member, charge of member's interest with payment of unsatisfied judgment.
Section 347.121 Withdrawal of member, how effected — withdrawal in violation of operating agreement — consequences of withdrawal.
Section 347.123 Cessation of membership, events of withdrawal.
Section 347.125 Partnership, limited partnership, or registered limited liability partnerships may convert to limited liability company — articles of organization, contents — title to property, effect — creditors rights, effect.
Section 347.127 Merger or consolidation of limited liability companies — merger or consolidation of partnerships, companies, trusts, corporations, and other associations.
Section 347.128 Agreement of merger or consolidation.
Section 347.129 Notice of merger or consolidation, filing, contents — execution — notice of abandonment, contents — effective date of merger or consolidation of foreign companies.
Section 347.131 Effective date of merger or consolidation.
Section 347.133 Consummation of merger or consolidation, effects — required filings.
Section 347.135 Surviving entity of merger as natural person, statement of service of process — appointment of secretary as agent.
Section 347.137 Dissolution of company, events — notice of winding up.
Section 347.139 Effect of dissolution — acts required, distribution of assets — members or trustees.
Section 347.141 Disposition of claims after dissolution — notice of dissolution, requirements — barred claims — notice of winding up, disposition of unknown claims — barred claims — enforcement of claims — fraudulent intent defined.
Section 347.143 Involuntary dissolution, decree, action by attorney general, grounds — action upon application by member.
Section 347.145 Action for involuntary dissolution, where commenced — service of process, publication.
Section 347.147 Right to wind up upon dissolution — authorization.
Section 347.149 Court may liquidate assets, when.
Section 347.151 Foreign limited liability company, conflict of laws.
Section 347.153 Foreign company, registration required — application, contents, fee.
Section 347.155 Proper application for registration, duties of secretary.
Section 347.157 Name of foreign company regulated.
Section 347.160 Amended certificates of registration required for certain foreign companies, when — additional information required, due date — fee.
Section 347.161 Cancellation, articles of.
Section 347.163 Failure to comply with registration requirements, penalty — no maintenance of action — validity of contracts — liability for debts — causes of action — activities not constituting transaction of business — foreign corporations and partnerships — construction.
Section 347.165 Cause of action authorized.
Section 347.167 Service of process, venue.
Section 347.169 Affirmation, penalties of perjury.
Section 347.171 Action by member, conditions.
Section 347.173 Derivative action — complaint.
Section 347.175 Derivative action — attorney's fees.
Section 347.177 Construction of law — estoppel — agency — equity — no impairment of obligation of contract.
Section 347.179 Fees.
Section 347.181 Law to apply to interstate and international commerce.
Section 347.183 Additional duties of secretary.
Section 347.185 Member's interest not security.
Section 347.186 Designated series of members, managers, or limited liability interests permitted — requirements.
Section 347.187 Classification for purposes of taxation — treatment.
Section 347.189 Requires filing property control affidavit in certain cities, including Kansas City.
Section 347.700 Law to apply, merger or consolidation.
Section 347.705 Definitions.
Section 347.710 Merger or consolidation authorized — corporations, partnerships, limited liability company.
Section 347.715 Agreement of merger or consolidation — contents.
Section 347.720 Agreement of merger or consolidation — authorization and approval — certification — abandonment, procedure.
Section 347.725 Articles of merger or consolidation, contents — filing — duplicates, delivery — effective, when.
Section 347.730 Consummation of merger or consolidation, effects — no impairment of shares or rights.
Section 347.735 Merger or consolidation, requirements and limitations — what law to govern.
Section 347.740 Additional fee — expiration date.