Effective - 28 Aug 2007
347.137. Dissolution of company, events — notice of winding up. — 1. A domestic limited liability company shall be dissolved upon the occurrence of any of the following:
(1) Upon the happening of the events specified in the operating agreement or in the articles of organization;
(2) Upon the written consent of all members;
(3) Except as otherwise provided in the operating agreement, an event of withdrawal of a member, if a majority, by number, of the remaining members agree within ninety days after the occurrence of the event of withdrawal to dissolve the limited liability company;
(4) At any time there are no members; provided, that the limited liability company is not dissolved and is not required to be wound up if:
(a) Unless otherwise provided in the operating agreement, within ninety days or such other period as is provided for in the operating agreement after the occurrence of the event that terminated the continued membership of the last remaining member, the personal representative, statutory or otherwise, of the last remaining member agrees in writing to continue the limited liability company and to the admission of such personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; provided, that the operating agreement may provide that the personal representative, statutory or otherwise, of the last remaining member shall be obligated to agree in writing to continue the limited liability company and to the admission of such personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; or
(b) A member is admitted to the limited liability company in the manner provided for in the operating agreement, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, within ninety days or such other period as is provided for in the limited liability company agreement after the occurrence of the event that terminated the continued membership of the last remaining member, under a provision of the operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company;
(5) Entry of a decree of dissolution under section 347.143; or
(6) When the limited liability company is not the surviving entity in a merger or consolidation.
2. As soon as possible following the occurrence of any of the events specified in subdivisions (1) to (5) of subsection 1 of this section effecting the dissolution of the limited liability company, the limited liability company shall file a notice of winding up with the secretary which discloses the dissolution of the limited liability company and the commencement of winding up of its business and affairs.
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(L. 1993 S.B. 66 & 20 § 359.786, A.L. 1997 H.B. 655 merged with S.B. 170, A.L. 2000 S.B. 896, A.L. 2007 H.B. 431)
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.