347.137. Dissolution of company, events--notice of winding up.

MISSOURI STATUTES AND CODES

347.137. Dissolution of company, events--notice of winding up.

Dissolution of company, events--notice of winding up.

347.137. 1. A domestic limited liability company shall be dissolvedupon the occurrence of any of the following:

(1) Upon the happening of the events specified in the operatingagreement or in the articles of organization;

(2) Upon the written consent of all members;

(3) Except as otherwise provided in the operating agreement, an eventof withdrawal of a member, if a majority, by number, of the remainingmembers agree within ninety days after the occurrence of the event ofwithdrawal to dissolve the limited liability company;

(4) At any time there are no members; provided, that the limitedliability company is not dissolved and is not required to be wound up if:

(a) Unless otherwise provided in the operating agreement, withinninety days or such other period as is provided for in the operatingagreement after the occurrence of the event that terminated the continuedmembership of the last remaining member, the personal representative,statutory or otherwise, of the last remaining member agrees in writing tocontinue the limited liability company and to the admission of suchpersonal representative of such member or its nominee or designee to thelimited liability company as a member, effective as of the occurrence ofthe event that terminated the continued membership of the last remainingmember; provided, that the operating agreement may provide that thepersonal representative, statutory or otherwise, of the last remainingmember shall be obligated to agree in writing to continue the limitedliability company and to the admission of such personal representative ofsuch member or its nominee or designee to the limited liability company asa member, effective as of the occurrence of the event that terminated thecontinued membership of the last remaining member; or

(b) A member is admitted to the limited liability company in themanner provided for in the operating agreement, effective as of theoccurrence of the event that terminated the continued membership of thelast remaining member, within ninety days or such other period as isprovided for in the limited liability company agreement after theoccurrence of the event that terminated the continued membership of thelast remaining member, under a provision of the operating agreement thatspecifically provides for the admission of a member to the limitedliability company after there is no longer a remaining member of thelimited liability company;

(5) Entry of a decree of dissolution under section 347.143; or

(6) When the limited liability company is not the surviving entity ina merger or consolidation.

2. As soon as possible following the occurrence of any of the eventsspecified in subdivisions (1) to (5) of subsection 1 of this sectioneffecting the dissolution of the limited liability company, the limitedliability company shall file a notice of winding up with the secretarywhich discloses the dissolution of the limited liability company and thecommencement of winding up of its business and affairs.