§ 347.163 — Failure to comply with registration requirements, penalty — no maintenance of action — validity of contracts — liability for debts — causes of action — activities not constituting transaction of business — foreign corporations and partnerships — construction.

Missouri § 347.163

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

Text

1.  Every foreign limited liability company now transacting business in or which may hereafter transact business in this state which shall neglect or fail to comply with the provisions of section 347.153 shall be subject to a fine of not less than one thousand dollars.  If the secretary is advised that a foreign limited liability company is transacting business within this state in contravention of sections 347.010 to 347.187 , the secretary shall report the fact to the prosecuting attorney of any county in which the limited liability company is transacting business, and the prosecuting attorney shall, as soon thereafter as is practical, institute proceedings to recover the fine prescribed in this section.  In addition to such penalty, no foreign limited liability company failing to comply with sections 347.010 to 347.187 may maintain any suit or action, either legal or equitable, in any of the courts of this state, upon any demand, whether arising out of contract or tort, while the requirements of sections 347.010 to 347.187 have not been met.

2. The failure of a foreign limited liability company to register in this state does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit or proceeding in any court of this state.

3.  A member of a foreign limited liability company is not liable for any debts, obligations or liabilities of the foreign limited liability company solely by reason of having transacted business in this state without registration.

4.  A foreign limited liability company, by transacting business in this state without registration, shall be subject to the provisions of sections 506.500 to 506.520 with respect to causes of actions arising out of the transaction of business in this state.

5.  Without excluding other activities which may not constitute transacting business in this state, a foreign limited liability company shall not be considered to be transacting business in this state, for purposes of sections 347.010 to 347.187 , by reason of carrying on in this state any one or more of the following activities:

(1)  Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;

(2)  Holding meetings of its members or carrying on other activities concerning its internal affairs;

(3)  Maintaining bank accounts;

(4)  Borrowing money or creating evidence of debt, mortgage or lien on or other security interest in real or personal property;

(5)  Securing or collecting debts or enforcing any rights in properties securing the same;

(6)  Transacting any business in interstate commerce; or

(7)  Conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of a like nature.

6.  A foreign corporation, as defined in section 351.015 or section 355.066 , shall not be deemed to be transacting business in this state for the purposes of section 351.572 solely for the reason that it is a member of a limited liability company.

7.  A foreign limited partnership or foreign registered limited liability limited partnership, as defined in section 359.011 , shall not be deemed to be transacting business in this state for the purposes of section 359.551 solely for the reason that it is a member of a limited liability company.

8.  A foreign limited liability company as defined in sections 347.010 to 347.187 shall not be deemed to be transacting business in this state for the purposes of this section, solely for the reason that it is a member of a limited liability company.

9.  A foreign registered limited liability partnership, as defined in section 358.020 , shall not be deemed to be transacting business in this state for the purposes of section 351.572 solely for the reason that it is a member of a limited liability company.

10.  The provisions of this section do not apply in determining the context or activities which may subject a foreign limited liability company to service of process, suit, taxation or regulation under any other statute of this state.

Legislative History

(L. 1993 S.B. 66 & 20 § 359.810, A.L. 1998 H.B. 1228 merged with S.B. 680 merged with S.B. 844)