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