Effective - 24 Jun 1997
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 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.
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(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); 5-20-97 (S.B. 170)
Structure Missouri Revised Statutes
Title XXIII - Corporations, Associations and Partnerships
Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations
Section 347.010 - Name of law.
Section 347.015 - Definitions.
Section 347.017 - Single member companies, compliance with this chapter.
Section 347.020 - Name of company regulated.
Section 347.025 - Name may be reserved, how, time period.
Section 347.035 - Organization authorized, purpose.
Section 347.039 - Articles, contents.
Section 347.041 - Articles of amendment, contents — amendments required, when.
Section 347.043 - Restated articles of organization — contents.
Section 347.045 - Articles of termination — contents.
Section 347.047 - Execution of documents, manner — affirmation.
Section 347.049 - Failure to execute documents, action to direct execution.
Section 347.051 - Delivery of documents to secretary of state, format, duties.
Section 347.057 - Limitation of liability of member or manager.
Section 347.059 - Actions without authority, liability.
Section 347.061 - Property of company — title.
Section 347.063 - Transfer of property — instrument of transfer — claims, effect.
Section 347.067 - Binding act after dissolution, manner — unauthorized acts.
Section 347.071 - Admission or representation evidence, when.
Section 347.073 - Notice to authorized person of business matter, effect.
Section 347.075 - Company liable, when.
Section 347.077 - Misapplication of money, liability.
Section 347.081 - Operating agreement, contents — policy statement — enforceability, remedies.
Section 347.083 - Action or vote without meeting, consent required.
Section 347.085 - Waiver of required notice, effect — attendance at meeting — effect.
Section 347.088 - Standard of duty — extent of liabilities and duties — profit or benefit, duty.
Section 347.090 - Reliance by authorized person upon information — discharge of duties.
Section 347.093 - Member or manager may lend money and transact business.
Section 347.095 - Claims among managers or members.
Section 347.097 - Interest may issue upon consideration.
Section 347.101 - Distributions required, when — manner.
Section 347.105 - Distribution, form of.
Section 347.107 - Remedies of member entitled to distribution.
Section 347.111 - Allocation of profits or losses, manner.
Section 347.113 - Members — additional members.
Section 347.123 - Cessation of membership, events of withdrawal.
Section 347.128 - Agreement of merger or consolidation.
Section 347.131 - Effective date of merger or consolidation.
Section 347.133 - Consummation of merger or consolidation, effects — required filings.
Section 347.137 - Dissolution of company, events — notice of winding up.
Section 347.147 - Right to wind up upon dissolution — authorization.
Section 347.149 - Court may liquidate assets, when.
Section 347.151 - Foreign limited liability company, conflict of laws.
Section 347.153 - Foreign company, registration required — application, contents, fee.
Section 347.155 - Proper application for registration, duties of secretary.
Section 347.157 - Name of foreign company regulated.
Section 347.161 - Cancellation, articles of.
Section 347.165 - Cause of action authorized.
Section 347.167 - Service of process, venue.
Section 347.169 - Affirmation, penalties of perjury.
Section 347.171 - Action by member, conditions.
Section 347.173 - Derivative action — complaint.
Section 347.175 - Derivative action — attorney's fees.
Section 347.181 - Law to apply to interstate and international commerce.
Section 347.183 - Additional duties of secretary.
Section 347.185 - Member's interest not security.
Section 347.187 - Classification for purposes of taxation — treatment.
Section 347.700 - Law to apply, merger or consolidation.
Section 347.705 - Definitions.
Section 347.715 - Agreement of merger or consolidation — contents.
Section 347.735 - Merger or consolidation, requirements and limitations — what law to govern.