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 b
Failure to comply with registration requirements, penalty--nomaintenance of action--validity of contracts--liability fordebts--causes of action--activities not constituting transactionof business--foreign corporations and partnerships--construction.
347.163. 1. Every foreign limited liability company now transactingbusiness in or which may hereafter transact business in this state whichshall neglect or fail to comply with the provisions of section 347.153shall be subject to a fine of not less than one thousand dollars. If thesecretary is advised that a foreign limited liability company istransacting business within this state in contravention of sections 347.010to 347.187, the secretary shall report the fact to the prosecuting attorneyof any county in which the limited liability company is transactingbusiness, and the prosecuting attorney shall, as soon thereafter as ispractical, institute proceedings to recover the fine prescribed in thissection. In addition to such penalty, no foreign limited liability companyfailing to comply with sections 347.010 to 347.187 may maintain any suit oraction, either legal or equitable, in any of the courts of this state, uponany demand, whether arising out of contract or tort, while the requirementsof sections 347.010 to 347.187 have not been met.
2. The failure of a foreign limited liability company to register inthis state does not impair the validity of any contract or act of theforeign limited liability company or prevent the foreign limited liabilitycompany from defending any action, suit or proceeding in any court of thisstate.
3. A member of a foreign limited liability company is not liable forany debts, obligations or liabilities of the foreign limited liabilitycompany solely by reason of having transacted business in this statewithout registration.
4. A foreign limited liability company, by transacting business inthis state without registration, shall be subject to the provisions ofsections 506.500 to 506.520, RSMo, with respect to causes of actionsarising out of the transaction of business in this state.
5. Without excluding other activities which may not constitutetransacting business in this state, a foreign limited liability companyshall not be considered to be transacting business in this state, forpurposes of sections 347.010 to 347.187, by reason of carrying on in thisstate any one or more of the following activities:
(1) Maintaining or defending any action or suit or any administrativeor arbitration proceeding, or effecting the settlement thereof or thesettlement of claims or disputes;
(2) Holding meetings of its members or carrying on other activitiesconcerning its internal affairs;
(3) Maintaining bank accounts;
(4) Borrowing money or creating evidence of debt, mortgage or lien onor other security interest in real or personal property;
(5) Securing or collecting debts or enforcing any rights inproperties securing the same;
(6) Transacting any business in interstate commerce; or
(7) Conducting an isolated transaction completed within a period ofthirty days and not in the course of a number of repeated transactions of alike nature.
6. A foreign corporation, as defined in section 351.015, RSMo, orsection 355.066, RSMo, shall not be deemed to be transacting business inthis state for the purposes of section 351.572, RSMo, solely for the reasonthat it is a member of a limited liability company.
7. A foreign limited partnership or foreign registered limitedliability limited partnership, as defined in section 359.011, RSMo, shallnot be deemed to be transacting business in this state for the purposes ofsection 359.551, RSMo, solely for the reason that it is a member of alimited liability company.
8. A foreign limited liability company as defined in sections 347.010to 347.187 shall not be deemed to be transacting business in this state forthe purposes of this section, solely for the reason that it is a member ofa limited liability company.
9. A foreign registered limited liability partnership, as defined insection 358.020, RSMo, shall not be deemed to be transacting business inthis state for the purposes of section 351.572, RSMo, solely for the reasonthat it is a member of a limited liability company.
10. The provisions of this section do not apply in determining thecontext or activities which may subject a foreign limited liability companyto service of process, suit, taxation or regulation under any other statuteof this state.
(L. 1993 S.B. 66 & 20 § 359.810, A.L. 1998 H.B. 1228 merged with S.B. 680 merged with S.B. 844)