§ 347.010 Name of law
§ 347.015 Definitions
§ 347.017 Single member companies, compliance with this chapter
§ 347.020 Name of company regulated
§ 347.025 Name may be reserved, how, time period
§ 347.030 Maintenance of office and agent for service of process — change of office …
§ 347.033 Service upon agent deemed service on company — service upon organizer — …
§ 347.035 Organization authorized, purpose
§ 347.037 Formation, articles of organization — when effective — filing, effect — …
§ 347.039 Articles, contents
§ 347.041 Articles of amendment, contents — amendments required, when.
§ 347.043 Restated articles of organization — contents.
§ 347.045 Articles of termination — contents.
§ 347.047 Execution of documents, manner — affirmation.
§ 347.048 Affidavit filing required for certain limited liability companies — fees …
§ 347.049 Failure to execute documents, action to direct execution
§ 347.051 Delivery of documents to secretary of state, format, duties
§ 347.053 False statements in documents, action for damages — failure to timely file, …
§ 347.055 Statement of correction, filed when — contents — execution, effective, when …
§ 347.057 Limitation of liability of member or manager
§ 347.059 Actions without authority, liability
§ 347.061 Property of company — title.
§ 347.063 Transfer of property — instrument of transfer — claims, effect.
§ 347.065 Members deemed to be agents, acts bind company — one or more managers, …
§ 347.067 Binding act after dissolution, manner — unauthorized acts.
§ 347.069 Proper party to proceedings by or against company — joinder of proper …
§ 347.071 Admission or representation evidence, when
§ 347.073 Notice to authorized person of business matter, effect
§ 347.075 Company liable, when
§ 347.077 Misapplication of money, liability
§ 347.079 Management of company — managers, appointment — consent of members required …
§ 347.081 Operating agreement, contents — policy statement — enforceability, remedies.
§ 347.083 Action or vote without meeting, consent required
§ 347.085 Waiver of required notice, effect — attendance at meeting — effect.
§ 347.088 Standard of duty — extent of liabilities and duties — profit or benefit, duty.
§ 347.090 Reliance by authorized person upon information — discharge of duties.
§ 347.091 Items required to be kept at principal place of business — rights of …
§ 347.093 Member or manager may lend money and transact business
§ 347.095 Claims among managers or members
§ 347.097 Interest may issue upon consideration
§ 347.099 Promises for contribution to be in writing — performance of promise, remedy …
§ 347.101 Distributions required, when — manner.
§ 347.103 Dissolution as result of withdrawal of member, distribution — withdrawal in …
§ 347.105 Distribution, form of
§ 347.107 Remedies of member entitled to distribution
§ 347.109 Limitations upon distributions — date of measurement of effective …
§ 347.111 Allocation of profits or losses, manner
§ 347.113 Members — additional members.
§ 347.115 Interest in company is personal property, assignability, distributions, ..
§ 347.117 Effect of death or incompetence of member, assignability of interest — …
§ 347.119 Judgment creditor of member, charge of member’s interest with payment of ..
§ 347.121 Withdrawal of member, how effected — withdrawal in violation of operating …
§ 347.123 Cessation of membership, events of withdrawal
§ 347.125 Partnership, limited partnership, or registered limited liability ..
§ 347.127 Merger or consolidation of limited liability companies — merger or …
§ 347.128 Agreement of merger or consolidation
§ 347.129 Notice of merger or consolidation, filing, contents — execution — notice of …
§ 347.131 Effective date of merger or consolidation
§ 347.133 Consummation of merger or consolidation, effects — required filings.
§ 347.135 Surviving entity of merger as natural person, statement of service of ..
§ 347.137 Dissolution of company, events — notice of winding up.
§ 347.139 Effect of dissolution — acts required, distribution of assets — members or …
§ 347.141 Disposition of claims after dissolution — notice of dissolution, …
§ 347.143 Involuntary dissolution, decree, action by attorney general, grounds — …
§ 347.145 Action for involuntary dissolution, where commenced — service of process, …
§ 347.147 Right to wind up upon dissolution — authorization.
§ 347.149 Court may liquidate assets, when
§ 347.151 Foreign limited liability company, conflict of laws
§ 347.153 Foreign company, registration required — application, contents, fee.
§ 347.155 Proper application for registration, duties of secretary
§ 347.157 Name of foreign company regulated
§ 347.160 Amended certificates of registration required for certain foreign ..
§ 347.161 Cancellation, articles of
§ 347.163 Failure to comply with registration requirements, penalty — no maintenance …
§ 347.165 Cause of action authorized
§ 347.167 Service of process, venue
§ 347.169 Affirmation, penalties of perjury
§ 347.171 Action by member, conditions
§ 347.173 Derivative action — complaint.
§ 347.175 Derivative action — attorney’s fees.
§ 347.177 Construction of law — estoppel — agency — equity — no impairment of …
§ 347.179 Fees
§ 347.181 Law to apply to interstate and international commerce
§ 347.183 Additional duties of secretary
§ 347.185 Member’s interest not security
§ 347.186 Designated series of members, managers, or limited liability interests ..
§ 347.187 Classification for purposes of taxation — treatment.
§ 347.189 Requires filing property control affidavit in certain cities, including ..
§ 347.700 Law to apply, merger or consolidation
§ 347.705 Definitions
§ 347.710 Merger or consolidation authorized — corporations, partnerships, limited …
§ 347.715 Agreement of merger or consolidation — contents.
§ 347.720 Agreement of merger or consolidation — authorization and approval — …
§ 347.725 Articles of merger or consolidation, contents — filing — duplicates, …
§ 347.730 Consummation of merger or consolidation, effects — no impairment of shares …
§ 347.735 Merger or consolidation, requirements and limitations — what law to govern.
§ 347.740 Additional fee — expiration date.

Terms Used In Missouri Laws > Chapter 347 - Limited Liability Companies — Merger and Consolidation of Business Organizations

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appraisal: A determination of property value.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fiduciary: A trustee, executor, or administrator.
  • following: when used by way of reference to any section of the statutes, mean the section next preceding or next following that in which the reference is made, unless some other section is expressly designated in the reference. See Missouri Laws 1.020
  • Fraud: Intentional deception resulting in injury to another.
  • hereafter: means the time after the statute containing it takes effect. See Missouri Laws 1.020
  • Incompetent: if used in a section in a context relating to actual occupational ability without reference to a court adjudication of incompetency, means the actual ability of a person to perform in that occupation. See Missouri Laws 1.020
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
  • Month: means a calendar month, and "year" means a calendar year unless otherwise expressed, and is equivalent to the words year of our Lord. See Missouri Laws 1.020
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: may extend and be applied to bodies politic and corporate, and to partnerships and other unincorporated associations. See Missouri Laws 1.020
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Property: includes real and personal property. See Missouri Laws 1.020
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • State: when applied to any of the United States, includes the District of Columbia and the territories, and the words "United States" includes such district and territories. See Missouri Laws 1.020
  • Statute: A law passed by a legislature.
  • Summons: Another word for subpoena used by the criminal justice system.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trustee: A person or institution holding and administering property in trust.
  • United States: includes such district and territories. See Missouri Laws 1.020