Missouri Statute | Act | Code |Corporations, Associations And Partnerships| US Code - US Statute | Chapter 347 Limited Liability Companies--merger And Consolidation Of Business

USA Statutes : missouri
Title : CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
Chapter : Chapter 347 Limited Liability Companies--Merger and Consolidation of Business

Sections 347.010 to 347.187 shall be known and may be cited as
the "Missouri Limited Liability Company Act". (L. 1993 S.B. 66 & 20 §
359.700)

Effective 12-1-93

As used in sections 347.010 to 347.187, the following terms mean:

(1) "Articles of organization", the articles referred to in section
347.039, filed with the secretary for the purpose of forming a limited
liability company, as the same may be amended or restated from time to
time as provided in sections 347.010 to 347.187;

(2) "Authorized person", manager, or member, if management of the limited
liability company is vested in the members;

(3) "Bankruptcy", the entry of an order for relief by the court in a
proceeding under the United States Bankruptcy Code, Title 11, U.S.C., as
amended, or its equivalent under a state insolvency act or a similar law
of other jurisdictions;

(4) "Business" includes every trade, occupation or profession;

(5) "Contribution", cash, other property, the use of property, services
rendered, a promissory note or other binding obligation to contribute
cash or property or perform services or any other valuable consideration
transferred by a person to the limited liability company as a
prerequisite for membership in the limited liability company and any
subsequent transfer to the limited liability company by a person in his
capacity as a member;

(6) "Court" includes every court and judge having jurisdiction in the
case;

(7) "Domestic limited liability company" or "limited liability company",
a limited liability company organized and existing under sections 347.010
to 347.187;

(8) "Event of withdrawal", an event that causes a person to cease to be a
member as provided in section 347.123;

(9) "Foreign limited liability company", a limited liability company
formed under the laws of any jurisdiction other than the state of
Missouri;

(10) "Manager", with respect to a limited liability company whose
articles of organization state that management of the limited liability
company is vested in one or more managers, the person or persons
designated, appointed or elected as such in the manner provided in
subsection 2 of section 347.079;

(11) "Member", any person that signs in person or by an attorney in fact,
or otherwise is a party to the operating agreement at the time the
limited liability company is formed and is identified as a member in that
operating agreement and any person who is subsequently admitted as a
member in a limited liability company in accordance with sections 347.010
to 347.187 and the operating agreement, until such time as an event of
withdrawal occurs with respect to such person;

(12) "Member's interest", a member's share of the profits and losses of a
limited liability company and the right to receive distributions of
limited liability company assets;

(13) "Operating agreement", any valid agreement or agreements, written or
oral, among all members, or written declaration by the sole member
concerning the conduct of the business and affairs of the limited
liability company and the relative rights, duties and obligations of the
members and managers, if any;

(14) "Organizer", any of the signers of the articles of organization;

(15) "Person" includes individuals, partnerships, domestic or foreign
limited partnerships, domestic or foreign limited liability companies,
domestic or foreign corporations, trusts, business trusts, employee stock
ownership trusts, real estate investment trusts, estates, associations,
and other business or not-for-profit entities;

(16) "Real property" includes land, any interest, leasehold or estate in
land and any improvements thereon;

(17) "Secretary", the secretary of state for the state of Missouri and
its delegates responsible for the administration of sections 347.010 to
347.187;

(18) "Surviving entity", the surviving or resulting person pursuant to a
merger or consolidation in which one or more domestic limited liability
companies are parties. (L. 1993 S.B. 66 & 20 § 359.702, A.L. 1996 H.B.
1368, A.L. 1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

No limited liability company formed before the effective date of
this act*, shall be deemed not in compliance with this chapter for the
reason that such limited liability company was formed with, had or has
only one member. (L. 1997 H.B. 655 merged with S.B. 170)

*Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

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, RSMo, 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. (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)

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. (L. 1993 S.B. 66 & 20 § 359.705, A.L. 2004
H.B. 1664)

1. Each limited liability company shall have and continuously
maintain in this state:

(1) A registered office which may be, but need not be, the same as a
place of its business in this state;

(2) A registered agent for service of any process, notice or demand
required or permitted by law to be served upon the limited liability
company, which agent may be either an individual, resident of this state,
whose business office is identical with such registered office, or a
domestic or foreign corporation authorized to do business in this state,
and whose business office is identical with such registered office.
Except as provided in this section and subdivision (5) of section
347.153, the secretary shall not be appointed as the resident agent for
any limited liability company.

2. A limited liability company may, from time to time, change its
registered agent or the address of its registered office. A limited
liability company shall change its registered agent if the office of its
registered agent shall become vacant for any reason, if its registered
agent becomes disqualified or incapacitated to act, or if the limited
liability company revokes the appointment of its registered agent. A
limited liability company may change its registered agent or the address
of its registered office, or both, by a filing with the secretary, a
statement setting forth:

(1) The name of the limited liability company;

(2) The address, including street and number, if any, of its then
registered office;

(3) If the address of its registered office is to be changed, the
address, including street and number, if any, to which the registered
office is to be changed;

(4) The name of its then registered agent;

(5) If its registered agent is to be changed, the name of its successor
registered agent and the successor registered agent's written consent to
the appointment either on the statement or attached thereto;

(6) That the address of its registered office and the address of the
business office of its registered agent, as changed, will be identical;
and

(7) That such change was authorized by the limited liability company.

3. The change of address of the registered office, or the change of the
registered agent, or both, as the case may be, shall become effective
upon the filing of such statement by the secretary.

4. If a registered agent changes the street address of his business
office, he may change the street address of the registered office of any
limited liability company for which he is the registered agent by
notifying the limited liability company in writing of the change and
signing, either manually or in facsimile, and delivering to the secretary
of state for filing a statement of change that complies with the
requirements of subdivisions (1) to (6) of subsection 2 of this section
and recites that the limited liability company has been notified of the
change.

5. The change of an address of the registered office shall become
effective upon the filing of the statement by the secretary.

6. Any registered agent of a limited liability company may resign as such
agent by the filing with the secretary duplicate originals of a
statement, on a form approved by the secretary, setting forth:

(1) The name of the limited liability company;

(2) The address, including street and number, if any, of its then
registered office;

(3) The name of such registered agent; and

(4) A representation that such registered agent has given written notice
of such agent's resignation and a copy of such statement to the limited
liability company. Such resignation shall become effective upon
expiration of thirty days after receipt of such statement by the
secretary, or on the appointment of a new registered agent, whichever
occurs earlier. (L. 1993 S.B. 66 & 20 § 359.706, A.L. 1998 S.B. 844)

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. (L. 1993 S.B. 66 & 20 §
359.708)

Effective 12-1-93

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. (L. 1993 S.B. 66 &
20 § 359.710)

Effective 12-1-93

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. (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)

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 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. (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)

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. (L. 1993
S.B. 66 & 20 § 359.720, A.L. 2004 H.B. 1664)

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. (L. 1993 S.B. 66 & 20 § 359.722)

Effective 12-1-93

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 canceled 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. (L. 1993 S.B. 66
& 20 § 359.724)

Effective 12-1-93

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, RSMo, that the facts stated therein are true and that such
person or persons are duly authorized to execute such document or are
otherwise required to file such document under sections 347.010 to
347.187. (L. 1993 S.B. 66 & 20 § 359.725, A.L. 2004 H.B. 1664)

Any limited liability company that owns and rents or leases real
property, or owns unoccupied real property, located within any home rule
city with a population of more than four hundred thousand inhabitants
which is located in more than one county, shall file with that city's
clerk an affidavit listing the name and address of at least one 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. (L. 2001 S.B. 288)

Effective 7-1-01

If a person required by section 347.047 to execute articles,
notices or documents required to be filed pursuant to sections 347.010 to
347.187 fails or refuses to do so, any other person who is adversely
affected by the failure or refusal may petition the circuit court in the
county where the principal place of business or the registered office of
the limited liability company is located to direct the execution and
filing of such document. If the court finds that it is proper for such
document to be executed and filed and that there has been failure or
refusal to execute and file such document, it shall order the secretary
to file the appropriate document. (L. 1993 S.B. 66 & 20 § 359.726)

Effective 12-1-93

1. The original copy of the articles of organization, an
amendment or restatement of such articles, articles of termination,
statement of change of registered agent or registered office, or any
other statement, document or notice required or permitted to be filed
pursuant to sections 347.010 to 347.187, or of any judicial decree
requiring the filing of such document under sections 347.010 to 347.187,
in a format as prescribed by the secretary of state, shall be delivered
to the secretary of state. A person who executes articles or other
documents to be filed under sections 347.010 to 347.187 as an agent or
fiduciary need not evidence his authority as a prerequisite to filing. If
the secretary determines that the documents substantially conform to the
filing provisions of sections 347.010 to 347.187, it shall, when all
required filing fees have been paid:

(1) Endorse on the accepted signed original the word "Filed", and the
date of its acceptance for filing;

(2) The accepted original filing and certificate shall be retained by the
secretary of state as a state record and a copy of both shall be returned
to the person who submitted said document or the person's representative.

2. Upon the return by the secretary of any articles, notices, documents
or judicial decree of amendment marked "Filed", the person or persons
executing such documents shall promptly deliver or mail a copy thereof to
each member unless the operating agreement provides otherwise. (L. 1993
S.B. 66 & 20 § 359.728, A.L. 2004 H.B. 1664)

1. If articles of organization, articles of amendment, a notice
of winding up, or a notice of merger or consolidation filed pursuant to
sections 347.010 to 347.187 contains a false statement, one who suffers
loss by good faith reliance on such statement may recover damages for the
loss from the limited liability company and from the person or persons
who executed such document, or caused another to execute it on his
behalf, knowing the statement to be false at the time such document was
executed.

2. If the person or persons required under section 347.047 to execute the
articles of amendment fail to file the articles of amendment within the
time period prescribed in subsection 2 of section 347.041, the limited
liability company and such person or persons shall be assessed by the
secretary a civil penalty in the aggregate amount of ten dollars a day
for each day the amendment has not been delivered to the secretary, but
not to exceed one thousand dollars; except that the secretary may waive
the penalty upon showing of reasonable cause for the failure to amend in
a timely manner, and in no event shall a penalty be imposed under this
section if a proceeding under section 347.049 has been commenced within
such time period. Failure to file articles of amendment, a notice of
winding up or articles of termination shall not be grounds for imposing
liability on any person for the debts and obligations of the limited
liability company. (L. 1993 S.B. 66 & 20 § 359.730)

Effective 12-1-93

1. A domestic or foreign limited liability company may file a
statement of correction in a format prescribed by the secretary of state,
if the filed document contains an incorrect statement as of the date such
document was filed.

2. The statement of correction shall:

(1) State the name of the limited liability company;

(2) State the type of document being corrected;

(3) State the name of the jurisdiction under the law of organization;

(4) Describe the incorrect statement and the reason for the correction;

(5) If the correction is for a foreign liability company with regard to
an incorrect name, provide a certificate of existence or document of
similar import duly authenticated by the secretary of state or other
official having custody of the records in the state or country under
whose laws it is registered.

3. Articles of correction are effective on the effective date of the
document they correct except as to persons relying on the uncorrected
document and adversely affected by the correction. As to those persons,
articles of correction are effective when filed.

4. The secretary of state shall collect a filing fee of five dollars upon
filing the statement of correction.

5. The statement of correction shall be signed by an authorized person of
the limited liability company. (L. 1993 S.B. 66 & 20 § 359.732, A.L. 2004
H.B. 1664)

A person who is a member, manager, or both, of a limited
liability company is not liable, solely by reason of being a member or
manager, or both, under a judgment, decree or order of a court, or in any
other manner, for a debt, obligation or liability of the limited
liability company, whether arising in contract, tort or otherwise or for
the acts or omissions of any other member, manager, agent or employee of
the limited liability company. (L. 1993 S.B. 66 & 20 § 359.734)

Effective 12-1-93

All persons who assume to act as a limited liability company
without authority to do so and without a good faith belief that they have
such authority shall be jointly and severally liable for all debts and
liabilities incurred by such persons so acting. (L. 1993 S.B. 66 & 20 §
359.735)

Effective 12-1-93

1. Property transferred to or otherwise acquired by a limited
liability company becomes property of the limited liability company. A
member has no interest in specific limited liability company property.

2. Property may be acquired, held and conveyed in the name of a limited
liability company. Any estate in real property may be acquired in the
name of the limited liability company and title to any estate so acquired
shall vest in the limited liability company itself rather than in the
members individually.

3. Subject to subsection 4 of this section:

(1) Property is presumed to be owned by the limited liability company if
it is acquired in the name of the limited liability company;

(2) Property is presumed to be owned by the limited liability company if
it is purchased with funds of the limited liability company even if it is
acquired in the name of a member or other person; and

(3) Property is presumed to be separate property of one or more members
or other persons if it is acquired in the name or names of such person or
persons without use of funds of the limited liability company even though
the property was used for purposes of the business of the limited
liability company.

4. Real property and other property held of public record otherwise than
in the name of the limited liability company, the ownership of which is
customarily publicly recorded, shall not be deemed to be owned by the
limited liability company to the prejudice of a person who is not a
member and who did not have actual knowledge to the contrary. (L. 1993
S.B. 66 & 20 § 359.736)

Effective 12-1-93

1. Title to property of the limited liability company that is
held in the name of the limited liability company may be transferred by
an instrument of transfer executed by any authorized person in the name
of the limited liability company.

2. Title to property of the limited liability company that is held in the
name of one or more members or managers with an indication in the
instrument transferring title to the property to them of their capacity
as members or managers of a limited liability company or of the existence
of a limited liability company, even if the name of the limited liability
company is not indicated, may be transferred by an instrument of transfer
executed by the persons in whose name title is held.

3. Property transferred under subsections 1 and 2 of this section may be
recovered by the limited liability company if it proves that the act of
the person executing the instrument of transfer did not bind the limited
liability company under section 347.065, unless the property has been
transferred by the initial transferee or a person claiming through the
initial transferee to a subsequent transferee who gives value without
having notice that the person who executed the instrument of initial
transfer lacked authority to bind the limited liability company.

4. Title to property of the limited liability company that is held in the
name of one or more persons other than the limited liability company
without an indication in the instrument transferring title to the
property to them of their capacity as members or managers of a limited
liability company or of the existence of a limited liability company, may
be transferred free of any claims of the limited liability company or the
members by the persons in whose name title is held to a transferee who
gives value without having notice that it is property of a limited
liability company. (L. 1993 S.B. 66 & 20 § 359.737)

Effective 12-1-93

1. Except as provided in subsection 2 of this section, every
member is an agent of the limited liability company for the purpose of
its business and affairs, and the act of any member, including, but not
limited to, the execution of any instrument, for apparently carrying on
in the usual way of the business or affairs of the limited liability
company of which he is a member binds the limited liability company,
unless the member so acting has in fact no authority to act for the
limited liability company in the particular matter, and the person with
whom he is dealing has knowledge of the fact that the member has no such
authority.

2. If the articles of organization provide that management of the limited
liability company is vested in one or more managers:

(1) No member, acting solely in his capacity as a member, is an agent of
the limited liability company; and

(2) Every manager is an agent of the limited liability company for the
purpose of its business and affairs, and the act of any manager for
apparently carrying on in the usual way of the business or affairs of the
limited liability company of which he is a manager binds the limited
liability company, unless the manager so acting has, in fact, no
authority to act for the limited liability company in the particular
matter, and the person with whom he is dealing has knowledge of the fact
that the manager has no such authority.

3. An act of a member or manager which is not apparently for the carrying
on the usual way of the business or affairs of the limited liability
company does not bind the limited liability company unless authorized in
accordance with the terms of the operating agreement, at the time of the
transaction or at any other time.

4. No act of a member, manager or other agent of a limited liability
company in contravention of a restriction on authority shall bind the
limited liability company to persons having knowledge of the restriction.
(L. 1993 S.B. 66 & 20 § 359.738)

Effective 12-1-93

1. After dissolution, an authorized person can bind the limited
liability company, except as provided in subsection 2 of this section, as
follows:

(1) By any act appropriate for winding up the affairs of the limited
liability company or completing transactions unfinished at dissolution;
and

(2) By any transaction which, although not authorized, would bind the
limited liability company if dissolution had not taken place, if the
other party to the transaction:

(a) Had extended credit to the limited liability company within two years
prior to the event causing the dissolution and had no knowledge or notice
of the dissolution; or

(b) Though such party had not so extended credit, had nevertheless known
of the limited liability company prior to dissolution, had no knowledge
or notice of dissolution, the fact of dissolution had not been disclosed
by a notice of winding up filed pursuant to section 347.137 or a notice
of merger or consolidation filed pursuant to section 347.129.

2. The limited liability company is not bound by any unauthorized act of
an authorized person after dissolution:

(1) Where the limited liability company is dissolved because it is
unlawful to carry on the business, unless the act is appropriate for
winding up limited liability company affairs;

(2) Where such authorized person is the subject of a bankruptcy and there
is at least one remaining authorized person who is not the subject of a
bankruptcy; or

(3) Where the person so dealing with such authorized person has knowledge
that such act is not authorized. (L. 1993 S.B. 66 & 20 § 359.739)

Effective 12-1-93

1. A member, manager, employee, or agent of a limited liability
company is not a proper party to proceedings by or against a limited
liability company, except where the object is to enforce such person's
right against or duty or liability to the limited liability company.
Notwithstanding any provision of sections 347.010 to 347.187 to the
contrary, any person, including a member, manager, employee or agent of a
limited liability company, against whom a claim exists may be joined as a
proper party to proceedings by or against a limited liability company to
the extent the claim arises out of the transaction or occurrence that is
the subject matter of the claim against the limited liability company.

2. Proceedings against a limited liability company shall be commenced
either in the county where the cause of action accrued or in any county
where such limited liability company shall have or usually keep an office
or agent for the transaction of its usual and customary business, or in
the county in which the office of the registered agent of the limited
liability company is maintained. (L. 1993 S.B. 66 & 20 § 359.740, A.L.
1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

An admission or representation made by any authorized person
concerning limited liability company business or affairs within the scope
of his authority as conferred by sections 347.010 to 347.187 is evidence
against the limited liability company. (L. 1993 S.B. 66 & 20 § 359.741)

Effective 12-1-93

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. (L. 1993 S.B. 66 & 20 § 359.742)

Effective 12-1-93

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. (L.
1993 S.B. 66 & 20 § 359.743)

Effective 12-1-93

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. (L. 1993 S.B. 66 & 20 § 359.744)

Effective 12-1-93

1. The articles of organization shall provide how management of
the limited liability company will be vested and who shall have the right
and authority to manage the affairs of the limited liability company and
make all decisions with respect thereto, subject to any provisions in the
operating agreement or sections 347.010 to 347.187 restricting or
enlarging the management rights or responsibilities of one or more
persons or classes of persons.

2. If the articles of organization provide that management of the limited
liability company shall be vested in one or more managers, then
management of the limited liability company shall be vested in such
manager or managers who shall have the right and authority to manage the
affairs of the limited liability company and make decisions with respect
thereto to the extent provided in the operating agreement, including any
provisions therein restricting or enlarging the management rights or
responsibilities of one or more persons or classes of persons. The
managers of a limited liability company shall be designated in the
operating agreement, or designated, appointed or elected by the members
in the manner prescribed by the operating agreement, and may be removed
or replaced in the manner provided in the operating agreement. Managers
need not be members of the limited liability company or individuals
unless otherwise required by the operating agreement. If the operating
agreement does not provide a manner for designating, appointing,
electing, removing or replacing managers, then, the managers of a limited
liability company shall be designated, appointed, elected, removed or
replaced by the vote of a majority by number of the members and unless
earlier removed or resigned, managers shall hold office until their
successors have been designated, appointed or elected and qualified.

3. Except as provided in the operating agreement, the affirmative vote,
approval or consent of all members shall be required to:

(1) Amend a written operating agreement;

(2) Issue an interest in the limited liability company to any person and
admit such person as a member;

(3) Approve a merger or consolidation with another person;

(4) Change the status of the limited liability company from one in which
management is vested in the members to one in which management is vested
in one or more managers, or vice versa;

(5) Authorize any transaction, agreement or action on behalf of the
limited liability company that is unrelated to its purpose as set forth
in the articles of organization, that otherwise contravenes the operating
agreement or that is not within the usual course of the business of the
limited liability company; or

(6) Determine, modify, compromise or release the amount and character of
the contributions which a member shall make, or shall promise to make, as
the consideration for the issuance of an interest in the limited
liability company.

4. Except as provided in the operating agreement, and subject to
subsection 3 of this section, the affirmative vote, approval or consent
of more than one-half by number of the authorized persons shall be
required to decide any matter connected with the business or affairs of
the limited liability company. (L. 1993 S.B. 66 & 20 § 359.745, A.L. 2004
H.B. 1664)

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)

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 12-1-93

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 12-1-93

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)

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 12-1-93

1. The limited liability company shall keep at its principal
place of business, the following:

(1) A current and a past list, setting forth the full name and last known
mailing address of each member and manager, if any, set forth in
alphabetical order;

(2) A copy of the articles of organization and all articles of amendment
thereto, together with executed copies of any powers of attorney pursuant
to which any articles have been executed;

(3) Copies of the limited liability company's federal, state and local
income tax returns and reports, if any, for the three most recent years
or, if such returns and reports were not prepared for any reason, copies
of the information and records provided to, or which should have been
provided to, the members to enable them to prepare their federal, state
and local tax returns for such period;

(4) Copies of any effective written operating agreements, and all
amendments thereto, and copies of any written operating agreements no
longer in effect;

(5) Copies of any financial statements of the limited liability company
for the three most recent years;

(6) Unless contained in a written operating agreement, a writing setting
out:

(a) The amount of cash and a statement of the agreed value of other
property or services contributed by each member and the times at which or
events upon the happening of which any additional contributions agreed to
be made by each member are to be made;

(b) Information that would enable a member to determine the relative
voting rights of the members on a particular matter if such voting rights
are other than on a per capita basis; and

(c) Any events upon the happening of which the limited liability company
is to be dissolved and its affairs wound up;

(7) Copies of any written promise by a member to make a contribution to
the limited liability company;

(8) Copies of any written consents by the members to the admission of any
person as a member of the limited liability company;

(9) Copies of any written consents by the members to continue the limited
liability company upon an event of withdrawal of any member;

(10) Copies of any other instruments or documents reflecting matters
required to be in writing pursuant to the operating agreement.

2. Each member may:

(1) Inspect and copy during ordinary business hours, at the reasonable
request and at the expense of such member, any of the limited liability
company records required to be kept by subsection 1 of this section;

(2) From time to time upon reasonable demand, obtain true and full
information regarding the state of the business and financial condition
of the limited liability company;

(3) Have an accounting of the affairs of the limited liability company
whenever circumstances render it just and reasonable.

3. The secretary may request in writing that the limited liability
company forward to him a complete copy of the current, past, or both,
limited liability company lists kept pursuant to subdivision (1) of
subsection 1 of this section without cost to the secretary. Any
authorized person who has possession or control of such list and who
fails to deliver the list to the secretary within twenty days after
receiving written demand therefor may be individually subject to a civil
penalty in the amount of fifty dollars per day for each day the list has
not been delivered to the secretary, but not to exceed ten thousand
dollars, such penalty to be assessed and collected by the secretary, and
prosecuted criminally with any resulting conviction being a class A
misdemeanor.

4. Failure of the limited liability company to keep any of the records or
information required pursuant to this section shall not be grounds for
imposing liability on any person for the debts and obligations of the
limited liability company. (L. 1993 S.B. 66 & 20 § 359.751)

Effective 12-1-93

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 12-1-93

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 12-1-93

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 12-1-93

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 12-1-93

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 12-1-93

1. If a limited liability company dissolves and winds up its
business and affairs as a result of an event of withdrawal of a member,
then, except as otherwise provided in the operating agreement, such
member and his personal representatives, successors and assigns shall
have the rights of an assignee of the withdrawn member's interest in the
limited liability company to receive distributions with respect to such
interest during and upon completion of winding up, but the limited
liability company may, in addition to any remedies otherwise available
under applicable law, reduce the amounts distributable with respect to
such interest by any damages recoverable against the withdrawn member if
such event of withdrawal violated the operating agreement.

2. If the business of a limited liability company is continued following
an event of withdrawal of a member, then, except as otherwise provided in
the operating agreement, such member shall have the rights of an assignee
of the withdrawn member's interest in the limited liability company. The
withdrawn member shall be entitled to receive any distributions to which
he is entitled upon such event of withdrawal under the provisions of the
operating agreement. If the operating agreement does not provide for the
amount of or a method for determining the distribution, if any, to which
a withdrawn member is entitled, the withdrawn member shall be entitled,
except in the case of an event of withdrawal pursuant to subsection 2 of
section 347.123, to receive from the** limited liability company, upon
demand for such distribution made by or on behalf of such withdrawn
member within one hundred eighty days after such event of withdrawal and
subject to the limitation set forth in section 347.109, the fair value of
such withdrawn member's interest in the limited liability company as of
the date of withdrawal based upon such withdrawn member's right to share
in distributions from the limited liability company as an ongoing
operation. If such demand is not made on a timely basis, the limited
liability company may, except as provided in the operating agreement,
purchase the withdrawn member's interest in the limited liability
company, for the fair value of such withdrawn member's interest in the
limited liability company determined as of the date of withdrawal based
upon such withdrawn member's right to share in distributions from the
limited liability company as an ongoing operation, at any time, upon
thirty days' written notice from the limited liability company to the
withdrawn member, such withdrawn member's personal representatives,
successors or assigns. In any event, if such event of withdrawal violated
the operating agreement:

(1) The goodwill of the limited liability company's business shall be
excluded in determining the fair value of the withdrawn member's interest;

(2) In addition to any remedies otherwise available under applicable law,
the amount payable to the withdrawn member shall be reduced by any
damages suffered by the limited liability company or its members as a
result of the withdrawn member's breach of the operating agreement; and

(3) The limited liability company may defer payment of the amount the
withdrawn member is entitled to receive for such period, and shall secure
the same by such collateral, as may be approved by a court, in order to
prevent unreasonable hardship to the limited liability company.

3. The provisions of this section apply to all limited liability
companies in existence on the effective date of this section*, unless
such limited liability company elects otherwise by the written agreement
of all its members. (L. 1993 S.B. 66 & 20 § 359.758, A.L. 1997 H.B. 655
merged with S.B. 170)

*Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

**Word "the" does not appear in original rolls.

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 12-1-93

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 12-1-93

1. A limited liability company shall not make any distribution
to one or more members with respect to their interests in the limited
liability company, and no member shall be entitled to receive any such
distribution, to the extent that, after giving effect to the distribution:

(1) The limited liability company would not be able to pay its debts as
they became due in the usual course of business; or

(2) The limited liability company's total assets would be less than the
sum of its total liabilities to which such assets are subject plus,
unless the operating agreement provides otherwise, the amount that would
be needed, if the limited liability company were to be dissolved at the
time of the distribution, to satisfy the preferential rights upon
dissolution of members whose rights to receive distributions are superior
under the operating agreement to the rights of the members receiving the
distribution, except that, for purposes of making such determination,
liabilities to members or former members in their status as such shall be
excluded.

2. The limited liability company may base a determination that its
distribution is not prohibited under subsection 1 of this section on:

(1) Financial statements prepared on the basis of generally accepted
accounting principles and practices that are reasonable under the
circumstances; or

(2) A fair valuation or other method that is reasonable under the
circumstances.

3. The effective distribution under subsection 1 of this section is
measured as of:

(1) The date the distribution is authorized, if the distribution in fact
occurs within one hundred twenty days after the date of authorization; or

(2) The date the payment is made, if it occurs more than one hundred
twenty days after the date of authorization.

4. If a member shall receive any distribution with respect to his
interest in a limited liability company in violation of this section or
the operating agreement, such member and the person or persons who are
vested with authority under the operating agreement to make distributions
to the members and who knowingly authorized or permitted such
distribution to the member shall be liable, for a period of three years
following the date of the distribution, to the limited liability company
for the value of the wrongful distribution, but only to the extent
necessary to discharge the limited liability company's liabilities
incurred prior to the date of such distribution. If more than one such
person who authorized or permitted such wrongful distribution is held
liable therefor pursuant to this subsection, each such person shall be
entitled to contribution from the other persons who are held so liable
therefor pursuant to this subsection. (L. 1993 S.B. 66 & 20 § 359.765,
A.L. 1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

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 12-1-93

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 12-1-93

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 12-1-93

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 12-1-93

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 12-1-93

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)

A person ceases to be a member of a limited liability company
upon the happening of any of the following events of withdrawal:

(1) The member withdraws from the limited liability company as provided
in section 347.121;

(2) Unless otherwise provided in the operating agreement or by the
specific written consent of all members at the time, the member assigns
all of his interest in the limited liability company;

(3) The member is expelled as a member in accordance with the operating
agreement;

(4) Unless otherwise provided in the operating agreement or by the
specific written consent of all members at the time, the member:

(a) Makes an assignment for the benefit of creditors;

(b) Is the subject of a bankruptcy;

(c) Files a petition or answer seeking for himself any reorganization,
arrangement, composition, readjustment, liquidation, or similar relief
under any statute, law or regulation or files an answer or other pleading
admitting or failing to contest the material allegations of a petition
filed against him in a proceeding of such nature; or

(d) Seeks, consents to or acquiesces in the appointment of a trustee,
receiver or liquidator of the member or of all or any substantial part of
his property;

(5) Unless otherwise provided in the operating agreement or by the
specific written consent of all members at the time, one hundred twenty
days after the commencement of any proceeding against the member seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation, the
proceeding has not been dismissed, or if within ninety days after the
appointment without his consent or acquiescence of a trustee, receiver or
liquidator of the member or of all or any substantial part of his
property, the appointment is not vacated or stayed, or within ninety days
after the expiration of any such stay, the appointment is not vacated;

(6) In the case of a member who is a natural person:

(a) His death; or

(b) The entry by a court of competent jurisdiction adjudicating him
incompetent to manage his person or his estate;

(7) In the case of a member that is a trust, the termination of the trust
or a distribution of its entire interest in the limited liability company
but not merely the substitution of a new trustee;

(8) In the case of a member that is a general or limited partnership, the
dissolution and commencement of winding up of the partnership or a
distribution of its entire interest in the limited liability company;

(9) In the case of a member that is a corporation, the filing of articles
of dissolution, or their equivalent, for the corporation or revocation of
its charter or a distribution of its entire interest in the limited
liability company;

(10) In the case of a member that is an estate, the distribution by the
fiduciary of the estate's entire interest in the limited liability
company; or

(11) In the case of a member that is a limited liability company, the
filing of articles of dissolution or termination, or their equivalent,
for the limited liability company or a distribution of its entire
interest in the limited liability company. (L. 1993 S.B. 66 & 20 §
359.776)

Effective 12-1-93

1. A general or limited partnership formed under the laws of
this state may convert to a limited liability company by filing articles
of organization that meet the requirements of section 347.039 and include
the following:

(1) The name of the former general partnership or limited partnership;

(2) In the case of a limited partnership, the date and place of filing of
the initial certificate of limited partnership of the former limited
partnership and any application for registration as a limited liability
limited partnership; and

(3) In the case of a general partnership, the date of filing of any
fictitious name registration of the former general partnership or any
application for registration as a limited liability partnership.

2. Nothing in this section shall be construed to require, or deemed to
constitute, a dissolution of the general partnership or limited
partnership prior to its conversion to a limited liability company as
permitted in this section.

3. When a general partnership or limited partnership is converted to a
limited liability company pursuant to this section, the title to any real
or personal property or any interest therein and all rights, privileges,
powers, debts, causes of action vested in the former partnership shall be
deemed to be transferred to and vested in such limited liability company
without further act or deed. Confirmatory deeds, assignments or similar
instruments to evidence the transfer may be executed and delivered at any
time in the name of the partnership to the limited liability company.

4. When a general partnership or limited partnership is converted to a
limited liability company pursuant to this section, all duties, debts,
liens, liabilities and rights of creditors as against the former
partnership and its partners shall continue without impairment and shall
attach to the limited liability company. Any existing claim, action or
proceeding pending by or against the partnership or its partners may be
prosecuted to judgment as if the conversion had not taken place, or
against the limited liability company to the same extent as if such
duties, debts, liens and liabilities had been incurred or contracted by
it. A judgment against the partnership constitutes a lien against the
limited liability company and may be enforced against the limited
liability company.

5. In the case of a conversion of a general or limited partnership to a
limited liability company pursuant to this section, the fictitious name
registration, certificate of limited partnership of the general or
limited partnership and any application for registration as a limited
liability partnership or limited liability limited partnership shall be
deemed canceled by the filing of the articles of organization by the
secretary of state pursuant to this section. (L. 1993 S.B. 66 & 20 §
359.777, A.L. 1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

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 12-1-93

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)

1. The surviving limited liability company in the merger or the
new limited liability company in the consolidation shall file a notice of
the merger or consolidation with the secretary which shall set forth:

(1) The name of each party to the merger or consolidation;

(2) The effective date of the merger or consolidation which may not
exceed ninety days after the filing of the notice of merger or
consolidation;

(3) The name of the surviving limited liability company in the merger or
the new limited liability company in the consolidation and the state of
its formation;

(4) A statement that the merger or consolidation was authorized and
approved by the members of each party to the merger or consolidation in
accordance with the laws of the jurisdiction where it was organized;

(5) If applicable, the address of the registered office and the name of
the registered agent at such office for the surviving or new limited
liability company;

(6) In the case of a merger in which a domestic limited liability company
is the surviving limited liability company, such amendments to the
articles of organization of the surviving limited liability company as
are desired to be effected by the merger, or, if no such amendments or
changes are desired, a statement that the articles of organization of the
surviving limited liability company shall not be amended as a result of
the merger;

(7) In the case of a consolidation in which a domestic limited liability
company is the continuing limited liability company, the articles of
organization of the new domestic limited liability company shall be set
forth in an attachment to the notice of consolidation;

(8) A statement that the executed agreement of merger or consolidation is
on file at the principal place of business of the surviving or new
limited liability company, stating the address of the principal place of
business; and

(9) A statement that a copy of the agreement of merger or consolidation
will be furnished by the surviving or new entity, on request and without
cost, to any member of any entity that is a party to the merger or
consolidation.

2. The notice of the merger or consolidation shall be executed by at
least one authorized person of the domestic limited liability company and
one authorized agent, or its equivalent, for the other party to the
merger or consolidation who is duly authorized to execute such notice.

3. In the event the merger or consolidation is not consummated for any
reason, the domestic limited liability company shall promptly file a
notice of the abandonment of the merger or consolidation with the
secretary which shall set forth:

(1) The name of each party to the merger or consolidation;

(2) The date the notice of merger or consolidation was filed with the
secretary; and

(3) A statement that the merger or consolidation was not consummated and
has been abandoned.

4. If the surviving or new limited liability company is a foreign limited
liability company, the effective date of such merger or consolidation
shall be the date on which the same becomes effective in the state of
domicile of such surviving or new limited liability company; provided a
document from the state of domicile of the surviving limited liability
company in the case of merger or the case of consolidation certifying
that the merger or consolidation has become effective in such state shall
be a requirement for the merger or consolidation becoming effective in
this state. (L. 1993 S.B. 66 & 20 § 359.780, A.L. 1997 H.B. 655 merged
with S.B. 170, A.L. 2004 H.B. 1664)

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)

Consummation of a merger or consolidation shall have the
following effects:

(1) The separate existence of each party to the merger or consolidation,
except the surviving entity, ceases;

(2) The assets of each party to the merger or consolidation, including
any legacies that it would have been capable of taking, transfer to, vest
in and devolve on the surviving entity without further act or deed.
Confirmatory deeds, assignments or similar instruments to evidence the
transfer may be executed and delivered at any time in the name of the
transferring party to the agreement of merger or consolidation by its
last acting members or managers, authorized officers or other authorized
agents or by the appropriate members, managers, authorized officers or
other authorized agents of the surviving entity;

(3) The surviving entity is liable for all the debts and obligations of
each nonsurviving party to the merger or consolidation. Any existing
claim, action or proceeding pending by or against any nonsurviving party
to the merger or consolidation may be prosecuted to judgment as if the
merger or consolidation had not taken place, or, on motion of the
surviving entity or any party, the surviving entity may be substituted as
a party to the claim, action or proceeding. A judgment against the
nonsurviving party to the merger or consolidation constitutes a lien on
the surviving entity;

(4) A merger or consolidation does not impair the rights of creditors or
any liens on the property of any foreign or domestic person party to the
merger or consolidation;

(5) In the case of a merger, the articles of organization of any
surviving domestic limited liability company shall be amended to the
extent provided in the notice of merger and the articles of organization
of each other domestic limited liability company shall be deemed canceled
by the filing of the notice of merger by the secretary of state;

(6) In the case of a consolidation, the statements set forth in the
agreement or articles of consolidation and which are required or
permitted to be set forth in the organizational documents of the new
entity shall be deemed to be the original organizational documents of the
new entity and the organizational documents of each other domestic
constituent entity shall be deemed canceled by the filing of the notice
of consolidation by the secretary of state; and

(7) The interests in each limited liability company party to the merger
or consolidation that are to be converted or exchanged into interests,
cash, obligations or other property pursuant to the terms of the
agreement of merger or consolidation shall be so converted or exchanged.
The former holders of such interests, cash, obligations or other property
shall be entitled only to the rights provided in the agreement of merger
or consolidation or the rights otherwise provided by law. (L. 1993 S.B.
66 & 20 § 359.784, A.L. 1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

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 12-1-93

1. A domestic limited liability company shall be dissolved upon
the occurrence of any of the following:

(1) Upon the happening of the events specified in the operating agreement
or in the articles of organization;

(2) Upon the written consent of all members;

(3) Except as otherwise provided in the operating agreement, an event of
withdrawal of a member, if a majority, by number, of the remaining
members agree within ninety days after the occurrence of the event of
withdrawal to dissolve the limited liability company;

(4) An event of withdrawal with respect to the sole remaining member;

(5) Entry of a decree of dissolution under section 347.143; or

(6) When the limited liability company is not the surviving entity in a
merger or consolidation.

2. As soon as possible following the occurrence of any of the events
specified in subdivisions (1) to (4) of subsection 1 of this section
effecting the dissolution of the limited liability company, the limited
liability company shall file a notice of winding up with the secretary
which discloses the dissolution of the limited liability company and the
commencement of winding up of its business and affairs. (L. 1993 S.B. 66
& 20 § 359.786, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2000 S.B.
896)

1. Upon the dissolution of a limited liability company, the
limited liability company shall cease to carry on its business, except
insofar as may be necessary or appropriate for the winding up of its
business, but its separate existence shall continue until articles of
termination have been filed with the secretary or until a decree
terminating the limited liability company has been entered by a court of
competent jurisdiction.

2. After its dissolution, the limited liability company shall do all
other acts required to liquidate its business and affairs; proceed to
collect its assets; pay, satisfy, or discharge its liabilities and
obligations or make adequate provisions for the payment or discharge
thereof; convey and dispose of such of its properties which are not to be
distributed in kind to its members; and its assets shall be applied and
distributed in the following order:

(1) If there are sufficient assets therefor, to creditors, including
members who are creditors, to the extent permitted by law, in
satisfaction of liabilities of the limited liability company other than
liabilities for distributions to members under section 347.101 or
347.103. If there are insufficient assets, such claims and obligations
shall be paid or provided for according to their priority and, among
claims and obligations of equal priority, ratably to the extent of assets
available therefor;

(2) Except as provided in the operating agreement, to members and former
members in satisfaction of liabilities for distributions under section
347.101 or 347.103; and

(3) Except as provided in the operating agreement, to the members in the
manner provided in section 347.101.

3. Upon the filing of the articles of termination as provided in section
347.045, the existence of the limited liability company shall cease,
except for the purpose of suits, other proceedings and appropriate action
as provided in sections 347.010 to 347.187. The authorized person or
authorized persons at the time of termination, or the survivors of them
or, if none, the members at the time of termination shall thereafter be
trustees for the members and creditors of the terminated limited
liability company and* as such shall have authority to distribute or
convey any of the limited liability company's assets or its property
discovered after termination, and to take such other action as may be
necessary on behalf of and in the name of such terminated limited
liability company. Except as provided in section 347.141, actions by or
against the dissolved limited liability company brought for the purpose
of collecting or settling assets or liabilities or claims discovered
after termination may be brought or instituted in the name of the limited
liability company. (L. 1993 S.B. 66 & 20 § 359.787)

Effective 12-1-93

*Word "and" does not appear in original rolls.

1. A dissolved limited liability company may dispose of the
known claims against it in accordance with subsections 1 and 2 of this
section. The dissolved limited liability company shall notify its known
claimants in writing of the dissolution at any time after its effective
date. The written notice must do all of the following:

(1) Describe information that must be included in a claim;

(2) Provide a mailing address where a claim may be sent;

(3) State the deadline, which may not be fewer than ninety days from the
effective date of the written notice, by which the dissolved limited
liability company must receive the claim; and

(4) State that the claim will be barred if not received by the deadline.

2. Notwithstanding other provisions of law, including laws regarding
permissibility of third-party claims, to the contrary, a claim against a
limited liability company dissolved without fraudulent intent is barred
if either of the following occurs:

(1) A claimant who was given written notice under subsection 1 of this
section does not deliver the claim to the dissolved limited liability
company by the deadline; or

(2) A claimant whose claim was rejected by the dissolved limited
liability company does not commence a proceeding to enforce the claim
within one hundred and twenty days from the effective date of the
rejection notice. For purposes of this subsection, "claim" does not
include a contingent liability or a claim based on an event occurring
after the effective date of dissolution.

3. A dissolved limited liability company may dispose of the unknown
claims against it by filing a notice of winding up in accordance with
subsections 3 and 4 of this section. The notice of winding up shall meet
all of the following requirements:

(1) Be published one time in a newspaper of general circulation in the
county where the dissolved limited liability company's principal office,
or if not in this state, its registered office, is or was located;

(2) Be published one time in a publication of statewide circulation whose
audience is primarily persons engaged in the practice of law in this
state and which is published not less than four times per year;

(3) Be published one time in the Missouri Register;

(4) Contain a request that persons with claims against the limited
liability company present them in accordance with the notice of winding
up;

(5) Describe the information that must be included in a claim and provide
a mailing address where the claim may be sent; and

(6) State that a claim against the limited liability company will be
barred unless a proceeding to enforce the claim is commenced within three
years after the publication of the notice.

4. Notwithstanding other provisions of law, including laws regarding
permissibility of third-party claims, to the contrary, if a limited
liability company dissolved without fraudulent intent files a notice of
winding up in accordance with subsection 2 of section 347.137 and
publishes such notice in accordance with subsection 3 of this section,
the claim of each of the following claimants is barred unless the
claimant commences a proceeding to enforce the claim against the
dissolved limited liability company within three years after the date the
notice of winding up is filed or published, whichever occurs later:

(1) A claimant who did not receive written notice under subsection 1 of
this section;

(2) A claimant whose claim was timely sent to the dissolved limited
liability company but not acted on; or

(3) A claimant whose claim is contingent or based on an event occurring
after the effective date of dissolution.

5. A claim may be enforced under this section in either of the following
ways:

(1) Against the dissolved limited liability company, to the extent of its
undistributed assets; or

(2) If the assets have been distributed in liquidation, against a member
of the dissolved limited liability company to the extent of the member's
pro rata share of the claim or the limited liability company assets
distributed to the member in liquidation, whichever is less, but a
member's total liability for all claims under this section shall not
exceed the total amount of assets distributed to the member in
liquidation.

6. For purposes of this section, "fraudulent intent" shall be established
if it is shown that the sole or primary purpose of the dissolution was to
defraud members, creditors or others.

7. Notwithstanding any other provision of this chapter to the contrary,
except as provided in subsection 8 of this section, a claim against a
limited liability company dissolved pursuant to this chapter for which
claim the limited liability company has a contract of insurance which
will indemnify the limited liability company for any adverse result from
such claim:

(1) Is not subject to the provisions of subsections 1 to 6 of this
section and may not be barred by compliance with subsections 1 to 6 of
this section;

(2) May be asserted at any time within the statutory period otherwise
provided by law for such claims;

(3) May be asserted against, and service of process had upon, the
dissolved limited liability company for whom the court, at the request of
the party bringing the suit, shall appoint a defendant ad litem.

8. Judgments obtained in suits filed and prosecuted pursuant to
subsection 7 of this section shall only be enforceable against one or
more contracts of insurance issued to the limited liability company, its
officers, directors, agents, servants or employees, indemnifying them, or
any of them, against such claims. (L. 1993 S.B. 66 & 20 § 359.788, A.L.
1997 H.B. 655 merged with S.B. 170, A.L. 1999 S.B. 278, A.L. 2000 S.B.
896)

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 12-1-93

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 12-1-93

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 12-1-93

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 12-1-93

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 12-1-93

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. (L. 1993 S.B. 66 & 20 § 359.802,
A.L. 1998 S.B. 844, A.L. 2004 H.B. 1664)

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)

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 12-1-93

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)

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)

1. Every foreign limited liability company now transacting
business in or which may hereafter transact business in this state which
shall neglect or fail to comply with the provisions of section 347.153
shall be subject to a fine of not less than one thousand dollars. If the
secretary is advised that a foreign limited liability company is
transacting business within this state in contravention of sections
347.010 to 347.187, the secretary shall report the fact to the
prosecuting attorney of any county in which the limited liability company
is transacting business, and the prosecuting attorney shall, as soon
thereafter as is practical, institute proceedings to recover the fine
prescribed in this section. In addition to such penalty, no foreign
limited liability company failing to comply with sections 347.010 to
347.187 may maintain any suit or action, either legal or equitable, in
any of the courts of this state, upon any demand, whether arising out of
contract or tort, while the requirements of sections 347.010 to 347.187
have not been met.

2. The failure of a foreign limited liability company to register in this
state does not impair the validity of any contract or act of the foreign
limited liability company or prevent the foreign limited liability
company from defending any action, suit or proceeding in any court of
this state.

3. A member of a foreign limited liability company is not liable for any
debts, obligations or liabilities of the foreign limited liability
company solely by reason of having transacted business in this state
without registration.

4. A foreign limited liability company, by transacting business in this
state without registration, shall be subject to the provisions of
sections 506.500 to 506.520, RSMo, with respect to causes of actions
arising out of the transaction of business in this state.

5. Without excluding other activities which may not constitute
transacting business in this state, a foreign limited liability company
shall not be considered to be transacting business in this state, for
purposes of sections 347.010 to 347.187, by reason of carrying on in this
state any one or more of the following activities:

(1) Maintaining or defending any action or suit or any administrative or
arbitration proceeding, or effecting the settlement thereof or the
settlement of claims or disputes;

(2) Holding meetings of its members or carrying on other activities
concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Borrowing money or creating evidence of debt, mortgage or lien on or
other security interest in real or personal property;

(5) Securing or collecting debts or enforcing any rights in properties
securing the same;

(6) Transacting any business in interstate commerce; or

(7) Conducting an isolated transaction completed within a period of
thirty days and not in the course of a number of repeated transactions of
a like nature.

6. A foreign corporation, as defined in section 351.015, RSMo, or section
355.066, RSMo, shall not be deemed to be transacting business in this
state for the purposes of section 351.572, RSMo, solely for the reason
that it is a member of a limited liability company.

7. A foreign limited partnership or foreign registered limited liability
limited partnership, as defined in section 359.011, RSMo, shall not be
deemed to be transacting business in this state for the purposes of
section 359.551, RSMo, solely for the reason that it is a member of a
limited liability company.

8. A foreign limited liability company as defined in sections 347.010 to
347.187 shall not be deemed to be transacting business in this state for
the purposes of this section, solely for the reason that it is a member
of a limited liability company.

9. A foreign registered limited liability partnership, as defined in
section 358.020, RSMo, shall not be deemed to be transacting business in
this state for the purposes of section 351.572, RSMo, solely for the
reason that it is a member of a limited liability company.

10. The provisions of this section do not apply in determining the
context or activities which may subject a foreign limited liability
company to service of process, suit, taxation or regulation under any
other statute of this state. (L. 1993 S.B. 66 & 20 § 359.810, A.L. 1998
H.B. 1228 merged with S.B. 680 merged with S.B. 844)

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 12-1-93

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 12-1-93

Execution of an application or a certificate by a foreign
limited liability company constitutes an affirmation by the person who
signed it under the penalties set out in section 575.040, RSMo, that the
facts stated therein are true and that the person so signing has the
authority to execute such application or certificate. (L. 1993 S.B. 66 &
20 § 359.815, A.L. 2004 H.B. 1664)

A member may bring an action in the right of the limited
liability company to recover a judgment in its favor if all of the
following conditions are met:

(1) The plaintiff does not have the authority under the provisions of the
operating agreement to cause the limited liability company to sue in its
own right;

(2) The plaintiff has made demand on the authorized person or persons
having the authority to cause the limited liability company to institute
such action requesting that such persons cause the limited liability
company to sue in its own right;

(3) The persons with such authority have refused to bring the action or,
after adequate time to consider the demand, have failed to respond to
such demand; and

(4) The plaintiff is a member of the limited liability company at the
time of bringing the action, and was a member of the limited liability
company at the time of the transaction of which he complains, or his
status as a member of the limited liability company thereafter devolved
upon him by operation of law or pursuant to the terms of the operating
agreement from a person who was a member at such time. (L. 1993 S.B. 66 &
20 § 359.816)

Effective 12-1-93

In a derivative action, the complaint shall set forth with
particularity the effort of the plaintiff to secure initiation of the
action by the persons who would otherwise have the authority to cause the
limited liability company to sue in its own right. (L. 1993 S.B. 66 & 20
§ 359.818)

Effective 12-1-93

If a derivative action is successful, in whole or in part, or if
anything is received by the plaintiff as a result of a judgment,
compromise or settlement of an action or claim, the court may award the
plaintiff reasonable expenses, including reasonable attorney's fees, and
shall direct him to remit to the limited liability company the remainder
of those proceeds received by him. (L. 1993 S.B. 66 & 20 § 359.820)

Effective 12-1-93

1. Sections 347.010 to 347.187 shall be so applied and construed
to effectuate its general purpose to make uniform the law with respect to
the subject of sections 347.010 to 347.187 among the states enacting it.

2. The rule that statutes in derogation of the common law are to be
strictly construed shall have no application to sections 347.010 to
347.187.

3. The law of estoppel shall apply to sections 347.010 to 347.187.

4. The law of agency shall apply under sections 347.010 to 347.187.

5. In any case not provided for in sections 347.010 to 347.187, the rules
of law and equity shall govern.

6. Sections 347.010 to 347.187 shall not be construed so as to impair the
obligations of any contract existing on August 28, 1993, nor to affect
any action or proceedings begun or right accrued prior to August 28,
1993. (L. 1993 S.B. 66 & 20 § 359.822)

Effective 12-1-93

The secretary shall charge and collect:

(1) For filing the original articles of organization, a fee of one
hundred dollars;

(2) Applications for registration of foreign limited liability companies
and issuance of a certificate of registration to transact business in
this state, a fee of one hundred dollars;

(3) Amendments to and restatements of articles of limited liability
companies to application for registration of a foreign limited liability
company or any other filing otherwise provided for, a fee of twenty
dollars;

(4) Articles of termination of limited liability companies or
cancellation of registration of foreign limited liability companies, a
fee of twenty dollars;

(5) For filing notice of merger or consolidation, a fee of twenty dollars;

(6) For filing a notice of winding up, a fee of twenty dollars;

(7) For issuing a certificate of good standing, a fee of five dollars;

(8) For a notice of the abandonment of merger or consolidation, a fee of
twenty dollars;

(9) For furnishing a copy of any document or instrument, a fee of fifty
cents per page;

(10) For accepting an application for reservation of a name, or for
filing a notice of the transfer or cancellation of any name reservation,
a fee of twenty dollars;

(11) For filing a statement of change of address of registered office or
registered agent, or both, a fee of five dollars;

(12) For any service of notice, demand, or process upon the secretary as
resident agent of a limited liability company, a fee of twenty dollars,
which amount may be recovered as taxable costs by the party instituting
such suit, action, or proceeding causing such service to be made if such
party prevails therein;

(13) For filing an amended certificate of registration a fee of twenty
dollars; and

(14) For filing a statement of correction a fee of five dollars. (L. 1993
S.B. 66 & 20 § 359.825, A.L. 2004 H.B. 1664)

To the fullest extent permitted by law, the provisions of
sections 347.010 to 347.187 shall apply to commerce with foreign nations
and among the several states for all purposes including the determination
of the nature and extent of the rights and obligations of a limited
liability company organized hereunder and the liability of its members
and managers. (L. 1993 S.B. 66 & 20 § 359.826)

Effective 12-1-93

In addition to the other powers of the secretary established in
sections 347.010 to 347.187, the secretary shall, as is reasonably
necessary to enable the secretary to administer sections 347.010 to
347.187 efficiently and to perform the secretary's duties, have the
following powers including, but not limited to:

(1) The power to examine the books and records of any limited liability
company to which sections 347.010 to 347.187 apply, and it shall be the
duty of any manager, member or agent of such limited liability company
having possession or control of such books and records, to produce such
books and records for examination on demand of the secretary or his
designated employee; except that no person shall be subject to any
criminal prosecution on account of any matter or thing which may be
disclosed by examination of any limited liability company books and
records, which they may produce or exhibit for examination; or on account
of any other matter or thing concerning which they may make any voluntary
and truthful statement in writing to the secretary or his designated
employee. All facts obtained in the examination of the books and records
of any limited liability company, or through the voluntary sworn
statement of any manager, member, agent or employee of any limited
liability company, shall be treated as confidential, except insofar as
official duty may require the disclosure of same, or when such facts are
material to any issue in any legal proceeding in which the secretary or
his designated employee may be a party or called as witness, and, if the
secretary or his designated employee shall, except as provided in this
subdivision, disclose any information relative to the private accounts,
affairs, and transactions of any such limited liability company, he shall
be guilty of a class C misdemeanor. If any manager, member or registered
agent in possession or control of such books and records of any such
limited liability company shall refuse a demand of the secretary or his
designated employee, to exhibit the books and records of such limited
liability company for examination, such person shall be guilty of a class
B misdemeanor;

(2) The power to cancel or disapprove any articles of organization or
other filing required under sections 347.010 to 347.187, if the limited
liability company fails to comply with the provisions of sections 347.010
to 347.187 by failing to file required documents under sections 347.010
to 347.187, by failing to maintain a registered agent, by failing to pay
the required filing fees, by using fraud or deception in effecting any
filing, by filing a required document containing a false statement, or by
violating any section or sections of the criminal laws of Missouri, the
federal government or any other state of the United States. Thirty days
before such cancellation shall take effect, the secretary shall notify
the limited liability company with written notice, either personally or
by certified mail, deposited in the United States mail in a sealed
envelope addressed to such limited liability company's last registered
agent in office, or to one of the limited liability company's members or
managers. Written notice of the secretary's proposed cancellation to the
limited liability company, domestic or foreign, shall specify the reasons
for such action. The limited liability company may appeal this notice of
proposed cancellation to the circuit court of the county in which the
registered office of such limited liability company is or is proposed to
be situated by filing with the clerk of such court a petition setting
forth a copy of the articles of organization or other relevant documents
and a copy of the proposed written cancellation thereof by the secretary,
such petition to be filed within thirty days after notice of such
cancellation shall have been given, and the matter shall be tried by the
court, and the court shall either sustain the action of the secretary or
direct him to take such action as the court may deem proper. An appeal
from the circuit court in such a case shall be allowed as in civil
action. The limited liability company may provide information to the
secretary that would allow the secretary to withdraw the notice of
proposed cancellation. This information may consist of, but need not be
limited to, corrected statements and documents, new filings, affidavits
and certified copies of other filed documents;

(3) The power to rescind cancellation provided for in subdivision (2) of
this section upon compliance with either of the following:

(a) The affected limited liability company provides the necessary
documents and affidavits indicating the limited liability company has
corrected the conditions causing the proposed cancellation or the
cancellation; or

(b) The limited liability company provides the correct statements or
documentation that the limited liability company is not in violation of
any section of the criminal code; and

(4) The power to charge late filing fees for any filing fee required
under sections 347.010 to 347.187 and the power to impose civil penalties
as provided in section 347.053. Late filing fees shall be assessed at a
rate of ten dollars for each thirty-day period of delinquency. (L. 1993
S.B. 66 & 20 § 359.828)

Effective 12-1-93

It shall be rebuttably presumed that a member's interest in a
limited liability company in which management is not vested in one or
more managers is not a security for purposes of any and all laws of this
state regulating the sale or exchange of securities. (L. 1993 S.B. 66 &
20 § 359.830)

Effective 12-1-93

1. A limited liability company created pursuant to sections
347.010 to 347.187 or entering the state pursuant to sections 347.010 to
347.187 and its authorized persons, or their equivalent, shall have the
duty to withhold and pay such taxes as are imposed by the laws of this
state or any political subdivision thereof on a basis consistent with
such limited liability company's classification pursuant to Section 7701
of the Internal Revenue Code of 1986, as amended.

2. Solely for the purposes of chapter 143, RSMo, chapter 144, RSMo, and
chapter 288, RSMo, a limited liability company and its members shall be
classified and treated on a basis consistent with the limited liability
company's classification for federal income tax purposes. (L. 1993 S.B.
66 & 20 § 359.832, A.L. 1996 H.B. 1368, A.L. 1997 H.B. 655 merged with
S.B. 170)

Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

Any limited liability company that owns and rents or leases real
property, or owns unoccupied real property, located within any home rule
city with a population of more than four hundred thousand inhabitants
which is located in more than one county, shall file with that city's
clerk an affidavit listing the name and address of at least one 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. (L. 2000 S.B. 896 § 1, Repealed
L. 2001 S.B. 288, A.L. 2001 S.B. 178 merged with S.B. 345)

1. A merger or consolidation solely between any two or more
domestic corporations or one or more domestic corporations and one or
more foreign corporations shall be governed by and subject to chapter 351
or 355, RSMo, as is applicable.

2. A merger or consolidation solely between any two or more domestic
general partnerships or one or more domestic general partnerships and one
or more foreign general partnerships shall be governed by and subject to
section 358.520, RSMo.

3. A merger or consolidation solely between any two or more domestic
limited partnerships or one or more domestic limited partnerships and one
or more foreign limited partnerships shall be governed by and subject to
section 359.165, RSMo.

4. A merger or consolidation solely between any two or more domestic
limited liability companies or one or more domestic limited liability
companies and one or more foreign limited liability companies shall be
governed by sections 347.127 to 347.133.

5. A business combination involving any resident domestic corporation and
any interested shareholder of such resident domestic corporation shall be
governed by and subject to section 351.459, RSMo.

6. Subject to the provisions of this section, any merger or consolidation
between one or more domestic corporations and any one or more constituent
entities at least one of which is not a corporation, one or more domestic
general partnerships and any one or more constituent entities at least
one of which is not a general partnership, one or more domestic limited
partnerships and any one or more constituent entities at least one of
which is not a limited partnership, one or more domestic limited
liability partnerships and any one or more constituent entities at least
one of which is not a limited liability partnership, one or more domestic
limited liability limited partnerships and any one or more constituent
entities at least one of which is not a limited liability limited
partnership, or one or more domestic limited liability companies and any
one or more constituent entities at least one of which is not a limited
liability company shall be governed by and subject to the provisions of
sections 347.700 to 347.735. (L. 1993 S.B. 66 & 20 § 359.900, A.L. 1997
H.B. 655 merged with S.B. 170, A.L. 2003 S.B. 394)

As used in sections 347.700 to 347.735, the following terms mean:

(1) "Constituent entity", each person that is a party to a merger or
consolidation subject to sections 347.700 to 347.735;

(2) "New entity", the person into which constituent entities consolidate,
as identified in the agreement of consolidation or articles of
consolidation provided for in sections 347.700 to 347.735;

(3) "Organizational document", with respect to a corporation, its
articles of corporation or their equivalent, with respect to a general
partnership, its fictitious name registration or its equivalent, with
respect to a limited partnership, its certificate of limited partnership
or its equivalent, with respect to a limited liability company, its
articles of organization or their equivalent, with respect to a limited
liability partnership, its registration as a limited liability
partnership or its equivalent, with respect to a limited liability
limited partnership, its certificate of limited partnership and its
registration as a limited liability partnership or their equivalent, and
with respect to any other type of person, the documents, if any,
necessary to form and organize such person under the laws of the
jurisdiction under which such person was or is formed and organized;

(4) "Person", a domestic or foreign general partnership, limited
partnership, limited liability partnership, limited liability limited
partnership, limited liability company, corporation, trust, business
trust, real estate investment trust and other association or business
entity;

(5) "Surviving entity", the constituent entity surviving a merger, as
identified in the agreement of merger or articles of merger provided for
in sections 347.700 to 347.735. (L. 1993 S.B. 66 & 20 § 359.902, A.L.
1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

Subject to the provisions of sections 347.700 to 347.735, any
one or more domestic corporations may merge or consolidate into or with
any one or more persons at least one of which is not a corporation, any
one or more domestic general partnerships may merge or consolidate into
or with any one or more persons at least one of which is not a general
partnership, any one or more domestic limited partnerships may merge or
consolidate into or with any one or more persons at least one of which is
not a limited partnership, any one or more domestic limited liability
limited partnerships may merge or consolidate into or with any one or
more persons at least one of which is not a limited liability limited
partnership, and any one or more domestic limited liability companies may
merge or consolidate into or with any one or more persons at least one of
which is not a limited liability company. (L. 1993 S.B. 66 & 20 §
359.903, A.L. 1997 H.B. 655 merged with S.B. 170)

Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)

Each constituent entity 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 constituent
entity and the name of the surviving entity into which each other
constituent entity proposes to merge or the new entity into which each
constituent entity proposes to consolidate;

(2) The terms and conditions of the merger or consolidation;

(3) The manner and basis of converting the interests or shares of stock
in each constituent entity in the merger or consolidation into interests,
shares, or other securities or obligations, as the case may be, of the
surviving entity, of the new entity 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 entity, as are desired to be effected by the
merger, or that no such changes are desired;

(5) In the case of a consolidation, all statements required to be set
forth in the organizational documents of the new entity; and

(6) Such other provisions relating to the proposed merger or
consolidation as are deemed necessary or desirable by the constituent
entities. (L. 1993 S.B. 66 & 20 § 359.904)

Effective 12-1-93

1. The agreement of merger or consolidation required by section
347.715 shall be authorized and approved in the following manner:

(1) A constituent entity that is a domestic general partnership shall
have the agreement of merger or consolidation authorized and approved by
all of the partners, unless otherwise provided in the articles or
agreement of partnership;

(2) A constituent entity that is a domestic limited partnership shall
have the agreement of merger or consolidation approved by all general
partners and by all of the limited partners unless otherwise provided in
the articles or agreement of limited partnership;

(3) A constituent entity that is a domestic corporation shall have the
agreement of merger or consolidation approved in the manner applicable to
a merger of two or more domestic corporations as provided in chapter 351
or 355, RSMo, as is applicable;

(4) A constituent entity that is a domestic limited liability company
shall have the agreement of merger or consolidation approved in the
manner provided in section 347.079; and

(5) Each constituent entity formed under the laws of a jurisdiction other
than this state shall have the agreement of merger or consolidation
approved in accordance with the laws of such other jurisdiction.

2. The fact that the agreement of merger or consolidation has been
authorized and approved in accordance with this section shall be
certified on the agreement of merger or consolidation on behalf of each
constituent entity:

(1) In the case of any domestic general or limited partnership, by any
general partner;

(2) In the case of any domestic corporation, by its president or a vice
president, and by its secretary or an assistant secretary;

(3) In the case of any domestic limited liability company, by any
authorized person as defined in section 347.015; and

(4) In the case of any constituent entity formed under the laws of any
jurisdiction other than this state, in accordance with the laws of such
other jurisdiction.

3. After the agreement of merger or consolidation is authorized and
approved, unless the agreement of merger or consolidation provides
otherwise, and at any time before the agreement of merger or
consolidation or certificate of merger or consolidation is effective as
provided for in section 347.725, the agreement of merger or consolidation
may be abandoned, subject to any contractual rights, in accordance with
the procedure set forth in the agreement of merger or consolidation or,
if none is set forth, with the approval of those persons or individuals
entitled to approve the merger or consolidation as provided in subsection
1 of this section. (L. 1993 S.B. 66 & 20 § 359.905, A.L. 2003 S.B. 394)

1. After an agreement of merger or consolidation is authorized,
approved, and certified in accordance with section 347.720, the surviving
or new entity shall file the agreement of merger or consolidation with
the secretary of state or, in lieu thereof, articles of merger or
consolidation, duly executed, by each constituent entity setting forth:

(1) The name, state or country of organization and nature or type of each
of the constituent entities;

(2) That an agreement of merger or consolidation has been authorized and
approved by each of the constituent entities in accordance with section
347.720;

(3) The effective date of the merger or consolidation which may not
exceed ninety days after the date of filing of the agreement of merger or
consolidation or the articles of merger or consolidation;

(4) The name of the surviving or new entity;

(5) If applicable, the address of the registered office and the name of
the registered agent at such office for the surviving or new entity;

(6) In the case of a merger, such amendments or changes to the
organizational documents of the surviving entity, as are desired to be
effected by the merger, or, if no such amendments or changes are desired,
a statement that the organizational documents of the surviving entity
shall be its organizational documents;

(7) In the case of a consolidation, that the organizational documents of
the new entity shall be as set forth in an attachment to such agreement
or articles of merger or consolidation;

(8) That the executed agreement of merger or consolidation is on file at
the principal place of business of the surviving or new entity, stating
the address thereof; and

(9) That a copy of the agreement of merger or consolidation will be
furnished by the surviving or new entity, on request and without cost, to
any partner, shareholder, member, or their equivalent of any entity that
is a party to the merger or consolidation.

2. An original of the agreement of merger or consolidation or articles of
merger or consolidation for each domestic constituent entity to the
merger or consolidation shall be delivered to the secretary of state for
filing. A person who executes an agreement or articles of merger or
consolidation as an agent or fiduciary need not exhibit evidence of
authority as a prerequisite to filing. Unless the secretary of state
finds that the agreement or articles of merger or consolidation do not
conform to law, upon receipt of all filing fees required by law, the
secretary of state shall:

(1) Endorse on the document the word "Filed" and the day, month and year
of the filing thereof;

(2) File the document in the secretary of state's office;

(3) Issue a certificate of merger or consolidation, which shall set forth
the names of all constituent entities, the name of the state or country
under the laws of which each was formed, whether a merger or
consolidation is involved, the name of the surviving or new entity, the
name of the state or country under the laws of which the new entity is
formed, the date of filing of the agreement of merger or consolidation or
articles of merger or consolidation with him, and the effective date of
the merger or consolidation;

(4) Return a copy of the certificate of merger or consolidation to the
person who filed the agreement or articles of merger or consolidation or
his representative; and

(5) File a copy of the certificate of merger or consolidation in the
records of the secretary of state for each domestic constituent entity.

3. A merger or consolidation shall be effective when the requirements for
effectiveness of the laws under which any constituent entity was formed
have been met and the certificate of merger or consolidation has been
filed by the secretary of state, unless a later date is specified in the
agreement of merger or consolidation or articles of merger or
consolidation, in which case, the effective date of the merger or
consolidation will be the date so specified which shall, in no event,
exceed ninety days after the date the agreement of merger or
consolidation or articles of merger or consolidation is delivered to the
secretary of state for filing. (L. 1993 S.B. 66 & 20 § 359.906, A.L. 2004
H.B. 1664)

1. Consummation of a merger or consolidation shall have the
following effects:

(1) The constituent entities party to the agreement of merger or
consolidation shall be a single entity which, in the case of a merger,
shall be the entity designated in the agreement of merger as the
surviving entity and, in the case of a consolidation, shall be the new
entity provided for in the agreement of consolidation;

(2) The separate existence of each constituent entity, except the
surviving entity or the new entity, shall cease;

(3) The surviving or new entity shall thereupon and thereafter possess
all rights, privileges, immunities, powers, and franchises possessed by
each of the constituent entities and shall be subject to all
restrictions, disabilities, and duties of each of such constituent
entities to the extent such rights, privileges, immunities, powers,
franchises, restrictions, disabilities, and duties are applicable to the
form of existence of the surviving entity or the new entity;

(4) All rights, causes of action, property and assets of whatsoever kind
or description whether real, personal, tangible, or intangible, of each
of the constituent entities, and all debts due on whatever account to any
of them, including subscriptions for shares, promises to make capital
contributions, and all other causes in action, belonging to any of them,
shall be taken and be deemed to be transferred to and vested in the
surviving or new entity without further act or deed;

(5) Title to all real or personal property and any interest therein
vested in any constituent entity shall not revert or be in any way
impaired by reason of such merger or consolidation;

(6) The surviving or new entity shall thereafter be responsible and
liable for all liabilities and obligations of each of the constituent
entities. Any claim existing or action or proceeding pending by or
against any constituent entity may be prosecuted as if such merger or
consolidation had not taken place, or the surviving or new entity may be
substituted in the action;

(7) Neither the rights of creditors nor any liens on the property of any
constituent entity shall be impaired by the merger or consolidation;

(8) In the case of a merger, the organizational documents of the
surviving entity shall be amended to the extent provided in the agreement
or articles of merger and the organizational documents, of each other
domestic constituent entity shall be deemed canceled by the filing of the
certificate of merger or consolidation by the secretary of state pursuant
to subsection 2 of section 347.725;

(9) In the case of a consolidation, the statements set forth in the
agreement or articles of consolidation and which are required or
permitted to be set forth in the organizational documents of the new
entity shall be deemed to be the original organizational documents of the
new entity and the organizational documents of each other domestic
constituent entity shall be deemed canceled by the filing by the
secretary of state pursuant to subsection 2 of section 347.725; and

(10) The interests, shares, or their equivalent, in each constituent
entity, that are to be converted or exchanged into interests, shares, or
other securities, cash, obligations, or other property under the terms of
the agreement of merger or consolidation shall be so converted. The
former holders thereof shall be entitled only to the rights provided in
the agreement of* merger or consolidation or the rights otherwise
provided by law.

2. Nothing in sections 347.700 to 347.735 shall abridge or impair any
dissenter's or appraisal shares or their equivalent rights that may
otherwise be available to the members or shareholders or other holders of
an interest, in any constituent entity. (L. 1993 S.B. 66 & 20 § 359.907)

Effective 12-1-93

*Word "or" appears in original rolls.

1. Notwithstanding any provisions in sections 347.700 to 347.730
to the contrary, any proposed merger or consolidation otherwise permitted
pursuant to section 347.710 in which any constituent entity is organized
or formed under the law of any jurisdiction other than this state shall
be permitted only if:

(1) The merger or consolidation is permitted by the law of the state or
country under whose laws each foreign constituent entity is organized or
formed, and each foreign constituent entity complies with that law in
effecting the merger or consolidation;

(2) Each foreign constituent entity complies with section 347.725 if it
is the surviving entity or the new entity;

(3) Each domestic constituent entity complies with the applicable
provisions of sections 347.715 and 347.720, and, if it is the surviving
entity or the new entity, complies with section 347.725.

2. If the surviving entity or new entity is to be governed by the laws of
any jurisdiction other than this state, then, upon the effectiveness of a
merger or consolidation, the surviving entity or new entity shall file a
statement with the secretary of state that the surviving entity or the
new entity, as the case may be, agrees that it is subject to service of
process in this state in any proceeding for enforcement of any obligation
of any constituent entity party to the merger or consolidation that was
organized under the laws of this state and for enforcement of any
obligation of the surviving entity or new entity arising from the merger
or consolidation.

3. The effect of such merger or consolidation shall be as provided in
section 347.730, if the surviving entity or new entity is to be governed
by the laws of this state. If the surviving entity or new entity is to be
governed by the laws of any jurisdiction other than this state, the
effect of such merger or consolidation shall be the same as provided in
section 347.730 except insofar as the laws of such other jurisdiction
provide otherwise. (L. 1993 S.B. 66 & 20 § 359.908)

Effective 12-1-93

The secretary of state may collect an additional fee of five
dollars on each and every fee required in this chapter. All fees
collected as provided in this section shall be deposited in the state
treasury and credited to the secretary of state's technology trust fund
account. The provisions of this section shall expire on December 31,
2009. (L. 1994 S.B. 635, A.L. 2001 H.B. 453 merged with S.B. 288)

Effective 7-01-01 (S.B. 288) 8-28-01 (H.B. 453)

Expires 12-31-09

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