Section 347.037

Title XXIII CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS

Chapter 347

Effective - 24 Jun 1997, see footnote   

  347.037.  Formation, articles of organization — when effective — filing, effect — company may not incur debt before filing — actions before filing, effect. — 1.  Any person, whether or not a member or manager, may form a limited liability company by signing and filing articles of organization for such limited liability company with the secretary.

  2.  A limited liability company is formed when the articles of organization are filed with the secretary or on a later date set forth in the articles of organization, not to exceed ninety days from the filing date.  If the articles of organization, as delivered to the secretary, do not substantially conform to the filing provisions of sections 347.010 to 347.187, the secretary shall return the articles of organization to the person so filing the articles of organization with a statement setting forth the nonconformity.

  3.  Each copy of the articles of organization stamped "filed" and marked with the filing date is conclusive evidence that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been legally organized and formed under sections 347.010 to 347.187 and is notice for all purposes of all other facts required to be set forth therein.

  4.  A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the articles of organization have been filed with the secretary or until the formation date specified in the articles of organization.  Persons engaged in prefiling activities other than those described in the preceding sentence shall be jointly and severally liable except as provided in this section for 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 behalf of a limited liability company to be formed, nor shall it be interpreted to impose personal liability on the persons incurring such debts, contracts or liabilities solely on behalf of the limited liability company to the extent so disclosed or to the extent such debts, contracts or liabilities provide otherwise.

­­--------

(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); 5-20-97 (S.B. 170)