Chapter 86 - Limited-Liability Companies
- ANNUAL LIST; DEFAULTING COMPANIES
- 86.263 - Filing requirements; fees; notice.
- 86.264 - Additional filing requirements for certain companies: Criteria; statement; fees.
- 86.266 - Certificate of authorization to transact business.
- 86.269 - Addresses of managers and members required; failure to file.
- 86.272 - Defaulting companies: Identification; reinstatement; penalty.
- 86.274 - Defaulting companies: Duties of Secretary of State; forfeiture; distribution of assets.
- 86.276 - Defaulting companies: Conditions and procedure for reinstatement.
- 86.278 - Defaulting companies: Reinstatement under old or new name; regulations.
- DERIVATIVE ACTIONS
- DISSOLUTION
- 86.490 - Dissolution before commencement of business; limitations.
- 86.491 - Events requiring dissolution and winding up of affairs; effect of certain events affecting member.
- 86.495 - Dissolution by decree of court; termination of series by decree of court.
- 86.505 - Continuation of company after dissolution for winding up of affairs; limitation on actions by or against dissolved company.
- 86.521 - Distribution of assets after dissolution.
- 86.531 - Articles of dissolution: Required provisions.
- 86.541 - Articles of dissolution: Filing; effect of filing.
- FOREIGN LIMITED-LIABILITY COMPANIES
- 86.543 - Law governing organization, internal affairs and liability of managers and members.
- 86.544 - Filing requirements; required provisions of application for registration.
- 86.545 - Issuance of certificate of registration by Secretary of State.
- 86.546 - Name for registration.
- 86.5461 - Annual list: Filing requirements; fees; powers and duties of Secretary of State.
- 86.54615 - List or statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.
- 86.5462 - Additional filing requirements for certain companies: Criteria; statement; fees.
- 86.5463 - Certificate of authorization to transact business.
- 86.5464 - Addresses of managers or managing members required; failure to file.
- 86.5465 - Defaulting companies: Identification; forfeiture of right to transact business; penalty.
- 86.5466 - Defaulting companies: Duties of Secretary of State.
- 86.5467 - Defaulting companies: Conditions and procedure for reinstatement.
- 86.5468 - Defaulting companies: Reinstatement under old or new name; regulations.
- 86.547 - Cancellation of registration.
- 86.548 - Penalty for transacting business without registration; enforcement; regulations.
- 86.5483 - Activities not constituting transaction of business.
- 86.5487 - Determination of whether solicitation is made or accepted.
- GENERAL PROVISIONS
- 86.011 - Definitions.
- 86.022 - “Articles” and “articles of organization” defined.
- 86.031 - “Bankrupt” defined.
- 86.051 - “Foreign limited-liability company” defined.
- 86.061 - “Limited-liability company” and “company” defined.
- 86.065 - “Majority in interest” defined.
- 86.071 - “Manager” defined.
- 86.081 - “Member” defined.
- 86.091 - “Member’s interest” defined.
- 86.095 - “Noneconomic member” defined.
- 86.101 - “Operating agreement” defined.
- 86.111 - “Real property” defined.
- 86.116 - “Record” defined.
- 86.118 - “Registered agent” defined.
- 86.121 - “Registered office” defined.
- 86.1252 - “Restricted limited-liability company” defined.
- 86.1255 - Series” and “series of members” defined.
- 86.126 - “Sign” defined.
- 86.127 - “Signature” defined.
- 86.128 - “Street address” defined.
- 86.131 - Applicability of chapter to foreign and interstate commerce.
- LIABILITY, INDEMNIFICATION AND INSURANCE
- 86.361 - Liability of persons assuming to act as company without authority.
- 86.371 - Liability of member or manager for debts or liabilities of company.
- 86.381 - Member of company is not proper party in proceeding by or against company; exception.
- 86.391 - Liability of member to company.
- 86.401 - Rights and remedies of creditor of member.
- 86.411 - Indemnification of manager, member, employee or agent: Proceeding other than by company.
- 86.421 - Indemnification of manager, member, employee or agent: Proceeding by company.
- 86.431 - Indemnification of manager, member, employee or agent: Scope; authorization.
- 86.441 - Indemnification of member or manager: Advancement of expenses.
- 86.451 - Indemnification of manager, member, employee or agent: Effect of provisions on other rights; continuation after cessation of status.
- 86.461 - Maintenance of insurance or other financial arrangements against liability of member, manager, employee or agent.
- 86.471 - Effect of providing insurance or other financial arrangements against liability of member, manager, employee or agent.
- MISCELLANEOUS PROVISIONS
- 86.555 - Issuance of occupational or professional license to limited-liability company by board or commission; regulations.
- 86.557 - Form required for filing of records.
- 86.561 - Fees.
- 86.563 - Procedure to submit replacement page to Secretary of State before actual filing of record.
- 86.566 - Filing of records written in language other than English.
- 86.568 - Correction of inaccurate or defective record filed with Secretary of State; cancellation of filings.
- 86.571 - Waiver of notice.
- 86.580 - Renewal or revival of charter: Procedure; fee; certificate as evidence.
- 86.590 - Renewal or revival of charter: Status of company.
- OPERATION
- 86.281 - General powers.
- 86.286 - Operating agreement.
- 86.291 - Management.
- 86.293 - Noneconomic members.
- 86.296 - Classes of members or managers; series of members.
- 86.301 - Limitation on authority to contract debt or incur liability.
- 86.311 - Acquisition, ownership and disposition of property.
- 86.321 - Contributions to capital: Form.
- 86.326 - Admission of members; member has no preemptive right to acquire certain interests; exception.
- 86.331 - Resignation or withdrawal of member: Limitation; payment to member who rightfully resigns or withdraws.
- 86.335 - Resignation or withdrawal of member in violation of operating agreement; loss of right to participate upon resignation or withdrawal.
- 86.341 - Distribution of profits.
- 86.343 - Distribution of profits and contributions: Prohibition; applicable determinations; liability of member for violation.
- 86.345 - Distributions: Limitations applicable to restricted limited-liability companies.
- 86.346 - Distributions: Form; status of member or transferee.
- 86.351 - Nature and transfer of member’s interest; rights of transferee; substituted members.
- ORGANIZATION
- 86.141 - Purpose for organization.
- 86.151 - Filing requirements.
- 86.155 - Perpetual existence of company.
- 86.161 - Articles of organization: Required and optional provisions.
- 86.171 - Name of company: Distinguishable name required; availability of name of revoked, merged or otherwise terminated company; limitations; regulations.
- 86.176 - Name of company: Reservation; injunctive relief.
- 86.201 - Commencement of organizational existence.
- 86.211 - Articles of organization: Notice imparted by filing.
- 86.213 - Penalty for purporting to do business as limited-liability company without filing articles of organization; enforcement; regulations.
- 86.216 - Amendment of articles of organization before issuance of member’s interest.
- 86.221 - Amendment and restatement of articles of organization.
- 86.226 - Filing of certificate of amendment or judicial decree of amendment; effective date.
- REGISTERED AGENT AND REGISTERED OFFICE
- 86.231 - Registered agent required; address of registered office.
- 86.241 - Maintenance of records at office in State; right of members and managers to obtain or examine records.
- 86.243 - Denial of right to obtain or examine records; action to enforce right to obtain or examine records; defense to action for penalties or damages; authority of court to compel production of reco
- 86.246 - Statement to be maintained at registered office or principal place of business; requirement to assist in criminal investigation; failure to comply; regulations.
- 86.251 - Resignation of registered agent or termination of commercial registered agent.
- 86.261 - Service of process, notice or demand upon registered agent.