Mo. Rev. Stat. § 347.010
Name of law
Sections 347.010 to 347.187 shall be known and may be cited as the "Missouri Limited Liability Company Act".
Revised Statutes of Missouri Chapter 347 — Limited Liability Companies — Merger and Consolidation of Business Organizations
Missouri · statute · Mo. Rev. Stat. ch. 347 · 99 active provisions
Mo. Rev. Stat. § 347.015
Definitions
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.…
Mo. Rev. Stat. § 347.017
Single member companies, compliance with this chapter
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.
Mo. Rev. Stat. § 347.020
Name of company regulated
The name of each limited liability company as set forth in its articles of organization: (1) Shall contain the words "limited company" or "limited liability company" or the abbreviation "LC", "LLC", "L.C." or "L.L.C." and shall be the name under which the limited liability company transacts business in this state unles…
Mo. Rev. Stat. § 347.025
Name may be reserved, how, time period
1. The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a limited liability company under sections 347.010 to 347.187 and to adopt that name; (2) Any domestic limited liability company intending to adopt that name; (3) Any foreign limited liability company registered in this…
Mo. Rev. Stat. § 347.030
Maintenance of office and agent for service of process — change of office or agent, filing, contents — effective, when — change upon filing by agent, contents — agent may resign, filing, contents
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 l…
Mo. Rev. Stat. § 347.033
Service upon agent deemed service on company — service upon organizer — secretary of state deemed agent of company, when
1. The registered agent so appointed by a limited liability company shall be an agent of such limited liability company upon whom any process, notice or demand required or permitted by law to be served upon the limited liability company may be served, and which, when so served, shall be lawful personal service on the l…
Mo. Rev. Stat. § 347.035
Organization authorized, purpose
A limited liability company may be organized under sections 347.010 to 347.187 and may conduct or promote any lawful businesses or purposes within this state or any other jurisdiction.
Mo. Rev. Stat. § 347.037
Formation, articles of organization — when effective — filing, effect — company may not incur debt before filing — actions before filing, effect
1. Any person, whether or not a member or manager, may form a limited liability company by signing and filing articles of organization for such limited liability company with the secretary. 2. A limited liability company is formed when the articles of organization are filed with the secretary or on a later date set for…
Mo. Rev. Stat. § 347.039
Articles, contents
1. The articles of organization shall set forth: (1) The name of the limited liability company; (2) The purpose or purposes for which the limited liability company is organized, which may be stated to be, or to include, the transaction of any or all lawful business for which a limited liability company may be organized…
Mo. Rev. Stat. § 347.041
Articles of amendment, contents — amendments required, when
1. A limited liability company's articles of organization is amended by filing with the secretary articles of amendment, which shall set forth: (1) The name of the limited liability company; (2) The date the articles of amendment are filed, and, if the articles of amendment provide that they are not to become effective…
Mo. Rev. Stat. § 347.043
Restated articles of organization — contents
1. A limited liability company may integrate into a single instrument all of the provisions of its articles of organization and amendments thereto, and it may at the same time also further amend or supplement its articles of organization by adopting restated articles of organization as follows: (1) If the restated arti…
Mo. Rev. Stat. § 347.044
Certificate of good standing for domestic or foreign limited liability companies, contents — certificate prima facie evidence
1. Any person may apply to the secretary of state for a certificate of good standing for a domestic limited liability company or a foreign limited liability company. 2. A certificate of good standing for a domestic limited liability company shall include: (1) The domestic limited liability company's name; (2) When the…
Mo. Rev. Stat. § 347.045
Articles of termination — contents
When all of the remaining property and assets of a limited liability company have been applied and distributed as provided in section 347.139 or when a domestic limited liability company is not the surviving entity, the articles of organization shall be cancelled by filing articles of termination with the secretary set…
Mo. Rev. Stat. § 347.047
Execution of documents, manner — affirmation
1. Unless otherwise provided in sections 347.010 to 347.187, articles, notices or documents permitted or required by sections 347.010 to 347.187 to be filed with the secretary shall be executed in the following manner: (1) The initial articles of organization shall be executed by the organizer or organizers; (2) An ame…
Mo. Rev. Stat. § 347.048
Affidavit filing required for certain limited liability companies — fees prohibited — failure to file, remedy
1. (1) Any limited liability company that owns and rents or leases real property, or owns unoccupied real property, located within: (a) Any home rule city with a population of more than four hundred thousand inhabitants which is located in more than one county; (b) Any home rule city with more than one hundred sixteen…
Mo. Rev. Stat. § 347.049
Failure to execute documents, action to direct execution
If a person required by section 347.047 to execute articles, notices or documents required to be filed pursuant to sections 347.010 to 347.187 fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court in the county where the principal place of busines…
Mo. Rev. Stat. § 347.051
Delivery of documents to secretary of state, format, duties
1. The original copy of the articles of organization, an amendment or restatement of such articles, articles of termination, statement of change of registered agent or registered office, or any other statement, document or notice required or permitted to be filed pursuant to sections 347.010 to 347.187, or of any judic…
Mo. Rev. Stat. § 347.053
False statements in documents, action for damages — failure to timely file, civil penalty, waiver — effect
1. If articles of organization, articles of amendment, a notice of winding up, or a notice of merger or consolidation filed pursuant to sections 347.010 to 347.187 contains a false statement, one who suffers loss by good faith reliance on such statement may recover damages for the loss from the limited liability compan…
Mo. Rev. Stat. § 347.055
Statement of correction, filed when — contents — execution, effective, when — fee — statement signed
1. A domestic or foreign limited liability company may file a statement of correction in a format prescribed by the secretary of state, if the filed document contains an incorrect statement as of the date such document was filed. 2. The statement of correction shall: (1) State the name of the limited liability company;…
Mo. Rev. Stat. § 347.057
Limitation of liability of member or manager
A person who is a member, manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the limited liability company, whether arising in contract, tort…
Mo. Rev. Stat. § 347.059
Actions without authority, liability
All persons who assume to act as a limited liability company without authority to do so and without a good faith belief that they have such authority shall be jointly and severally liable for all debts and liabilities incurred by such persons so acting.
Mo. Rev. Stat. § 347.061
Property of company — title
1. Property transferred to or otherwise acquired by a limited liability company becomes property of the limited liability company. A member has no interest in specific limited liability company property. 2. Property may be acquired, held and conveyed in the name of a limited liability company. Any estate in real proper…
Mo. Rev. Stat. § 347.063
Transfer of property — instrument of transfer — claims, effect
1. Title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any authorized person in the name of the limited liability company. 2. Title to property of the limited liability company that is held in the name o…
Mo. Rev. Stat. § 347.065
Members deemed to be agents, acts bind company — one or more managers, effect — act in contravention of restriction on authority
1. Except as provided in subsection 2 of this section, every member is an agent of the limited liability company for the purpose of its business and affairs, and the act of any member, including, but not limited to, the execution of any instrument, for apparently carrying on in the usual way of the business or affairs…
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