347.015. Definitions.

MISSOURI STATUTES AND CODES

Definitions.

347.015. As used in sections 347.010 to 347.187, the following termsmean:

(1) "Articles of organization", the articles referred to in section347.039, filed with the secretary for the purpose of forming a limitedliability company, as the same may be amended or restated from time to time asprovided in sections 347.010 to 347.187;

(2) "Authorized person", manager, or member, if management of thelimited liability company is vested in the members;

(3) "Bankruptcy", the entry of an order for relief by the court in aproceeding under the United States Bankruptcy Code, Title 11, U.S.C., asamended, or its equivalent under a state insolvency act or a similar law ofother jurisdictions;

(4) "Business" includes every trade, occupation or profession;

(5) "Contribution", cash, other property, the use of property, servicesrendered, a promissory note or other binding obligation to contribute cash orproperty or perform services or any other valuable consideration transferredby a person to the limited liability company as a prerequisite for membershipin the limited liability company and any subsequent transfer to the limitedliability company by a person in his capacity as a member;

(6) "Court" includes every court and judge having jurisdiction in thecase;

(7) "Domestic limited liability company" or "limited liability company",a limited liability company organized and existing under sections 347.010 to347.187;

(8) "Event of withdrawal", an event that causes a person to cease to bea member as provided in section 347.123;

(9) "Foreign limited liability company", a limited liability companyformed under the laws of any jurisdiction other than the state of Missouri;

(10) "Manager", with respect to a limited liability company whosearticles of organization state that management of the limited liabilitycompany is vested in one or more managers, the person or persons designated,appointed or elected as such in the manner provided in subsection 2 of section347.079;

(11) "Member", any person that signs in person or by an attorney infact, or otherwise is a party to the operating agreement at the time thelimited liability company is formed and is identified as a member in thatoperating agreement and any person who is subsequently admitted as a member ina limited liability company in accordance with sections 347.010 to 347.187 andthe operating agreement, until such time as an event of withdrawal occurs withrespect to such person;

(12) "Member's interest", a member's share of the profits and losses ofa limited liability company and the right to receive distributions of limitedliability company assets;

(13) "Operating agreement", any valid agreement or agreements, writtenor oral, among all members, or written declaration by the sole memberconcerning the conduct of the business and affairs of the limited liabilitycompany and the relative rights, duties and obligations of the members andmanagers, if any;

(14) "Organizer", any of the signers of the articles of organization;

(15) "Person" includes individuals, partnerships, domestic or foreignlimited partnerships, domestic or foreign limited liability companies,domestic or foreign corporations, trusts, business trusts, employee stockownership trusts, real estate investment trusts, estates, associations, andother business or not-for-profit entities;

(16) "Real property" includes land, any interest, leasehold or estate inland and any improvements thereon;

(17) "Secretary", the secretary of state for the state of Missouri andits delegates responsible for the administration of sections 347.010 to347.187;

(18) "Surviving entity", the surviving or resulting person pursuant to amerger or consolidation in which one or more domestic limited liabilitycompanies are parties.