Effective - 24 Jun 1997
347.103. Dissolution as result of withdrawal of member, distribution — withdrawal in violation of agreement. — 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such member and his personal representatives, successors and assigns shall have the rights of an assignee of the withdrawn member's interest in the limited liability company to receive distributions with respect to such interest during and upon completion of winding up, but the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applicable law, reduce the amounts distributable with respect to such interest by any damages recoverable against the withdrawn member if such event of withdrawal violated the operating agreement.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then, except as otherwise provided in the operating agreement, such member shall have the rights of an assignee of the withdrawn member's interest in the limited liability company. The withdrawn member shall be entitled to receive any distributions to which he is entitled upon such event of withdrawal under the provisions of the operating agreement.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operating agreement does not provide for the amount of or a method for determining the distribution, if any, to which a withdrawn member is entitled, the withdrawn member shall be entitled, except in the case of an event of withdrawal pursuant to subsection 2 of section 347.123, to receive from the** limited liability company, upon demand for such distribution made by or on behalf of such withdrawn member within one hundred eighty days after such event of withdrawal and subject to the limitation set forth in section 347.109, the fair value of such withdrawn member's interest in the limited liability company as of the date of withdrawal based upon such withdrawn member's right to share in distributions from the limited liability company as an ongoing operation.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made on a timely basis, the limited liability company may, except as provided in the operating agreement, purchase the withdrawn member's interest in the limited liability company, for the fair value of such withdrawn member's interest in the limited liability company determined as of the date of withdrawal based upon such withdrawn member's right to share in distributions from the limited liability company as an ongoing operation, at any time, upon thirty days' written notice from the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.
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(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.
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.