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