§ 347.067 — Binding act after dissolution, manner — unauthorized acts.

Missouri § 347.067

• Jurisdiction: Missouri
• Title XXIII: CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS
• Ch. 347: Limited Liability Companies — Merger and Consolidation of Business Organizations

Text

1.  After dissolution, an authorized person can bind the limited liability company, except as provided in subsection 2 of this section, as follows:

(1)  By any act appropriate for winding up the affairs of the limited liability company or completing transactions unfinished at dissolution; and

(2)  By any transaction which, although not authorized, would bind the limited liability company if dissolution had not taken place, if the other party to the transaction:

(a)  Had extended credit to the limited liability company within two years prior to the event causing the dissolution and had no knowledge or notice of the dissolution; or

(b)  Though such party had not so extended credit, had nevertheless known of the limited liability company prior to dissolution, had no knowledge or notice of dissolution, the fact of dissolution had not been disclosed by a notice of winding up filed pursuant to section 347.137 or a notice of merger or consolidation filed pursuant to section 347.129 .

2.  The limited liability company is not bound by any unauthorized act of an authorized person after dissolution:

(1)  Where the limited liability company is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up limited liability company affairs;

(2)  Where such authorized person is the subject of a bankruptcy and there is at least one remaining authorized person who is not the subject of a bankruptcy; or

(3)  Where the person so dealing with such authorized person has knowledge that such act is not authorized.

Legislative History

(L. 1993 S.B. 66 & 20 § 359.739) Effective 12-01-93