Chapter 608 LIMITED LIABILITY COMPANIES
- 608.401 Short title.
- 608.402 Definitions.
- 608.403 Purpose.
- 608.404 Powers.
- 608.405 Formation.
- 608.406 Limited liability company name.
- 608.407 Articles of organization.
- 608.408 Execution of articles, certificate, or statement.
- 608.4081 Filing requirements.
- 608.4082 Filing duties of Department of State.
- 608.409 Effect of filing and issuance of time and date endorsement on the articles of organization.
- 608.4101 Records to be kept; right to information.
- 608.411 Amendments to or restatements of articles of organization.
- 608.4115 Correcting the articles of organization filed of record.
- 608.415 Registered office and registered agent.
- 608.416 Change of registered office or registered agent.
- 608.4211 Contributions to capital and liability for contribution.
- 608.422 Management of the limited liability company.
- 608.4225 General standards for managers and managing members.
- 608.4226 Conflicts of interest.
- 608.4227 Liability of members, managing members, and managers.
- 608.4228 Limitation of liability of managers and managing members.
- 608.4229 Indemnification of members, managers, managing members, officers, employees, and agents.
- 608.423 Limited liability company operating agreement; nonwaivable provisions.
- 608.4231 Voting by members and managers.
- 608.4232 Admission of additional members.
- 608.4235 Agency of members and managers or managing members.
- 608.4236 Delegation of rights and powers to manage.
- 608.4237 Membership termination upon events of bankruptcy.
- 608.4238 Unauthorized assumption of powers.
- 608.425 Limited liability company property.
- 608.426 Distributions; impairment of capital.
- 608.4261 Sharing of profits and losses.
- 608.427 Withdrawal of member and distribution upon withdrawal.
- 608.428 Liability upon wrongful distribution.
- 608.431 Nature of interest of member in limited liability company.
- 608.432 Assignment of member’s interest.
- 608.433 Right of assignee to become member.
- 608.434 Power of estate of deceased or incompetent member; dissolved or terminated member.
- 608.4351 Appraisal rights; definitions.
- 608.4352 Right of members to appraisal.
- 608.4353 Assertion of rights by nominees and beneficial owners.
- 608.4354 Notice of appraisal rights.
- 608.4355 Notice of intent to demand payment.
- 608.4356 Appraisal notice and form.
- 608.4357 Perfection of rights; right to withdraw.
- 608.43575 Member’s acceptance of limited liability company’s offer.
- 608.4358 Procedure if member is dissatisfied with offer.
- 608.43585 Court action.
- 608.4359 Court costs and counsel fees.
- 608.43595 Limitation on limited liability company payment.
- 608.438 Merger of limited liability company.
- 608.4381 Action on plan of merger.
- 608.4382 Certificate of merger.
- 608.4383 Effect of merger.
- 608.439 Conversion of certain entities to a limited liability company.
- 608.4401 Conversion of a domestic limited liability company into another business entity.
- 608.4402 Action on plan of conversion.
- 608.4403 Certificate of conversion.
- 608.4404 Effect of conversion.
- 608.441 Dissolution.
- 608.4411 Revocation of dissolution.
- 608.4421 Claims against dissolved limited liability company.
- 608.4431 Effect of dissolution.
- 608.444 Distribution of assets upon dissolution.
- 608.445 Articles of dissolution.
- 608.446 Filing of articles of dissolution.
- 608.447 Cancellation of articles of organization.
- 608.448 Grounds for administrative dissolution.
- 608.4481 Procedure for and effect of administrative dissolution.
- 608.4482 Reinstatement following administrative dissolution.
- 608.4483 Appeal from denial or reinstatement.
- 608.449 Grounds for judicial dissolution.
- 608.4491 Procedure for judicial dissolution.
- 608.4492 Receivership or custodianship.
- 608.4493 Decree of dissolution.
- 608.4511 Annual report for Department of State.
- 608.452 Fees of the Department of State.
- 608.455 Waiver of notice.
- 608.461 Jurisdiction of the circuit court.
- 608.462 Parties to actions by or against limited liability company.
- 608.463 Service of process.
- 608.471 Tax exemption on income of certain limited liability companies.
- 608.501 Foreign limited liability company; authority to transact business required.
- 608.502 Consequences of transacting business without authority.
- 608.503 Application for certificate of authority.
- 608.504 Amended certificate of authority.
- 608.505 Effect of certificate of authority.
- 608.506 Name of foreign limited liability company.
- 608.507 Registered office and registered agent of foreign limited liability company.
- 608.508 Change of registered office and registered agent of foreign limited liability company.
- 608.509 Resignation of registered agent or foreign limited liability company.
- 608.5101 Service of process; notice or demand on a foreign limited liability company.
- 608.511 Withdrawal of foreign limited liability company.
- 608.512 Grounds for revocation of authority to transact business.
- 608.513 Procedure for and effect of revocation.
- 608.5135 Revocation; application for reinstatement.
- 608.514 Appeal from revocation.
- 608.601 Member’s derivative actions.
- 608.701 Application of corporation case law to set aside limited liability.
- 608.702 Certificates and certified copies to be received in evidence.
- 608.703 Interrogatories by Department of State.
- 608.704 Reservation of power to amend or repeal.
- 608.705 Effect of repeal of prior acts.