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 partnerships - construction
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
MERGER AND CONSOLIDATION OF CERTAIN BUSINESS ORGANIZATIONS (§§ 347.700 — 347.740)