Missouri Revised Statutes
Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations
Section 347.128 - Agreement of merger or consolidation.

Effective - 24 Jun 1997
347.128. Agreement of merger or consolidation. — Each limited liability company party to a merger or consolidation as described in subsection 1 of section 347.121 shall enter into a written agreement of merger or consolidation. The agreement of merger or consolidation shall set forth:
(1) The name and state or country of organization of each of the limited liability companies party to the merger or consolidation and the name of the surviving limited liability company into which each other limited liability company proposes to merge or the new limited liability company into which each of the limited liability companies propose to consolidate;
(2) The terms and conditions of the merger or consolidation;
(3) The manner and basis of converting the interests in each limited liability company party to the merger or consolidation into interests of the surviving or new limited liability company or of any other person, or, in whole or in part, into cash or other property;
(4) In the case of a merger, such amendments to the organizational documents of the surviving limited liability company, as are desired to be effected by the merger, or a statement that no such amendments are desired;
(5) In the case of a consolidation, all statements required to be set forth in the articles of organization of the new limited liability company; and
(6) Such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable by the parties to the merger or consolidation.
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(L. 1997 H.B. 655 merged with S.B. 170)
Effective 6-24-97 (H.B. 655); 5-20-97 (S.B. 170)

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Structure Missouri Revised Statutes

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 347.030 - 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.

Section 347.033 - Service upon agent deemed service on company — service upon organizer — secretary of state deemed agent of company, when.

Section 347.035 - Organization authorized, purpose.

Section 347.037 - Formation, articles of organization — when effective — filing, effect — company may not incur debt before filing — actions before filing, effect.

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 347.048 - Affidavit filing required for certain limited liability companies — fees prohibited — failure to file, remedy.

Section 347.049 - Failure to execute documents, action to direct execution.

Section 347.051 - Delivery of documents to secretary of state, format, duties.

Section 347.053 - False statements in documents, action for damages — failure to timely file, civil penalty, waiver — effect.

Section 347.055 - Statement of correction, filed when — contents — execution, effective, when — fee — statement signed.

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 347.065 - Members deemed to be agents, acts bind company — one or more managers, effect — act in contravention of restriction on authority.

Section 347.067 - Binding act after dissolution, manner — unauthorized acts.

Section 347.069 - Proper party to proceedings by or against company — joinder of proper parties — commencement of proceedings, where proper.

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 347.079 - Management of company — managers, appointment — consent of members required for certain acts.

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 347.091 - Items required to be kept at principal place of business — rights of members — failure to deliver items to secretary, penalty.

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 347.099 - Promises for contribution to be in writing — performance of promise, remedy — cause of action.

Section 347.101 - Distributions required, when — manner.

Section 347.103 - Dissolution as result of withdrawal of member, distribution — withdrawal in violation of agreement.

Section 347.105 - Distribution, form of.

Section 347.107 - Remedies of member entitled to distribution.

Section 347.109 - Limitations upon distributions — date of measurement of effective distributions — wrongful distribution, liability, contribution.

Section 347.111 - Allocation of profits or losses, manner.

Section 347.113 - Members — additional members.

Section 347.115 - Interest in company is personal property, assignability, distributions, pledge of security interest, effect — rights of assignee — liability of assignor.

Section 347.117 - Effect of death or incompetence of member, assignability of interest — business organization as member, dissolution, assignability of interest.

Section 347.119 - Judgment creditor of member, charge of member's interest with payment of unsatisfied judgment.

Section 347.121 - Withdrawal of member, how effected — withdrawal in violation of operating agreement — consequences of withdrawal.

Section 347.123 - Cessation of membership, events of withdrawal.

Section 347.125 - Partnership, limited partnership, or registered limited liability partnerships may convert to limited liability company — articles of organization, contents — title to property, effect — creditors rights, effect.

Section 347.127 - Merger or consolidation of limited liability companies — merger or consolidation of partnerships, companies, trusts, corporations, and other associations.

Section 347.128 - Agreement of merger or consolidation.

Section 347.129 - Notice of merger or consolidation, filing, contents — execution — notice of abandonment, contents — effective date of merger or consolidation of foreign companies.

Section 347.131 - Effective date of merger or consolidation.

Section 347.133 - Consummation of merger or consolidation, effects — required filings.

Section 347.135 - Surviving entity of merger as natural person, statement of service of process — appointment of secretary as agent.

Section 347.137 - Dissolution of company, events — notice of winding up.

Section 347.139 - Effect of dissolution — acts required, distribution of assets — members or trustees.

Section 347.141 - Disposition of claims after dissolution — notice of dissolution, requirements — barred claims — notice of winding up, disposition of unknown claims — barred claims — enforcement of claims — fraudulent intent defined.

Section 347.143 - Involuntary dissolution, decree, action by attorney general, grounds — action upon application by member.

Section 347.145 - Action for involuntary dissolution, where commenced — service of process, publication.

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 347.160 - Amended certificates of registration required for certain foreign companies, when — additional information required, due date — fee.

Section 347.161 - Cancellation, articles of.

Section 347.163 - Failure to comply with registration requirements, penalty — no maintenance of action — validity of contracts — liability for debts — causes of action — activities not constituting transaction of business — foreign corporations and p...

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 347.177 - Construction of law — estoppel — agency — equity — no impairment of obligation of contract.

Section 347.179 - 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 347.186 - Designated series of members, managers, or limited liability interests permitted — requirements.

Section 347.187 - Classification for purposes of taxation — treatment.

Section 347.189 - Requires filing property control affidavit in certain cities, including Kansas City.

Section 347.700 - Law to apply, merger or consolidation.

Section 347.705 - Definitions.

Section 347.710 - Merger or consolidation authorized — corporations, partnerships, limited liability company.

Section 347.715 - Agreement of merger or consolidation — contents.

Section 347.720 - Agreement of merger or consolidation — authorization and approval — certification — abandonment, procedure.

Section 347.725 - Articles of merger or consolidation, contents — filing — duplicates, delivery — effective, when.

Section 347.730 - Consummation of merger or consolidation, effects — no impairment of shares or rights.

Section 347.735 - Merger or consolidation, requirements and limitations — what law to govern.

Section 347.740 - Additional fee — expiration date.