347.037. Formation, articles of organization--when effective--filing, effect--company may not incur debt before filing--actions before filing, effect.
Formation, articles of organization--when effective--filing,effect--company may not incur debt before filing--actions beforefiling, effect.
347.037. 1. Any person, whether or not a member or manager, may forma limited liability company by signing and filing articles of organizationfor such limited liability company with the secretary.
2. A limited liability company is formed when the articles oforganization are filed with the secretary or on a later date set forth inthe articles of organization, not to exceed ninety days from the filingdate. If the articles of organization, as delivered to the secretary, donot substantially conform to the filing provisions of sections 347.010 to347.187, the secretary shall return the articles of organization to theperson so filing the articles of organization with a statement settingforth the nonconformity.
3. Each copy of the articles of organization stamped "filed" andmarked with the filing date is conclusive evidence that all conditionsprecedent required to be performed by the organizers have been compliedwith and that the limited liability company has been legally organized andformed under sections 347.010 to 347.187 and is notice for all purposes ofall other facts required to be set forth therein.
4. A limited liability company may not transact business or incurindebtedness, except that which is incidental to its organization or toobtaining subscriptions for or payment of contributions, until the articlesof organization have been filed with the secretary or until the formationdate specified in the articles of organization. Persons engaged inprefiling activities other than those described in the preceding sentenceshall be jointly and severally liable except as provided in this sectionfor any debts or liabilities incurred in the course of those activities.This section shall not be interpreted to invalidate any debts, contracts,or liabilities of the limited liability company incurred solely on behalfof a limited liability company to be formed, nor shall it be interpreted toimpose personal liability on the persons incurring such debts, contracts orliabilities solely on behalf of the limited liability company to the extentso disclosed or to the extent such debts, contracts or liabilities provideotherwise.
(L. 1993 S.B. 66 & 20 § 359.716, A.L. 1997 H.B. 655 merged with S.B. 170)Effective 6-24-97 (H.B. 655) 5-20-97 (S.B. 170)