Effective - 28 Aug 2013
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 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 information provided by the limited liability company under subdivisions (1) through (6) of subsection 1 of this section shall also be provided for each separate series of the limited liability company authorized to operate under section 347.186.
3. 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.
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(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, A.L. 2013 H.B. 510)
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.