347.053. False statements in documents, action for damages--failure to timely file, civil penalty, waiver--effect. - Missouri Statutes

False statements in documents, action for damages--failure to timelyfile, civil penalty, waiver--effect.

347.053. 1. If articles of organization, articles ofamendment, a notice of winding up, or a notice of merger orconsolidation filed pursuant to sections 347.010 to 347.187contains a false statement, one who suffers loss by good faithreliance on such statement may recover damages for the loss fromthe limited liability company and from the person or persons whoexecuted such document, or caused another to execute it on hisbehalf, knowing the statement to be false at the time suchdocument was executed.

2. If the person or persons required under section 347.047to execute the articles of amendment fail to file the articles ofamendment within the time period prescribed in subsection 2 ofsection 347.041, the limited liability company and such person orpersons shall be assessed by the secretary a civil penalty in theaggregate amount of ten dollars a day for each day the amendmenthas not been delivered to the secretary, but not to exceed onethousand dollars; except that the secretary may waive the penaltyupon showing of reasonable cause for the failure to amend in atimely manner, and in no event shall a penalty be imposed underthis section if a proceeding under section 347.049 has beencommenced within such time period. Failure to file articles ofamendment, a notice of winding up or articles of terminationshall not be grounds for imposing liability on any person for thedebts and obligations of the limited liability company.

(L. 1993 S.B. 66 & 20 § 359.730)

Effective 12-1-93