LIMITED LIABILITY COMPANYfor LICENSED PROFESSIONALS
MISSOURIElectronic Version
STATUTORY REFERENCES
Missouri Revised Statutes: Chapter 347 – Missouri Limited Liability Company Act
http://www.moga.state.mo.us/STATUTES/C347.HTM
Missouri Revised Statutes: Chapter 356 – The Professional Corporation Law of Missouri
http://www.moga.state.mo.us/STATUTES/C356.HTM
NOTES AND LAW SUMMARY
In the State of Missouri, there is no separate business entity known as a “PLLC” (“ Professional
Limited Liability Company”). In Missouri a Limited Liability Company can be organized to,
and may, “…conduct or promote any lawful businesses or purposes within [Missouri] or any
other jurisdiction.” Further, the Act’s definition of “business” “…includes every trade,
occupation or profession.” This packet provides forms and instructions for the formation of a
Limited Liability Company (LLC) for the practice of a state-licensed profession i n the State of
Missouri.
NOTE: BEFORE filing your Articles of Organization, it is important for you to contact the governing/examining agency/board for your profession in order to confirm
you are in compliance with all requirements regarding the formation of a business
entity to practice your profession, and to obtain any “certification” necessary to do
business as an LLC. It is your responsibility to contact your governing/examining
agency/board, and ask what (if any) special requirements must be met when
starting an LLC.
In Missouri, there is limited guidance provided for using an LLC for the practice of a profe ssion.
Therefore, this packet is based on the general Missouri statutory requirements for doing busine ss
as an LLC (Missouri Revised Statutes: Chapter 347 – Missouri Limited Liability C ompany Act)
and the specific Missouri statutory requirements for doing business as a professional business
entity, such as the limitation of ownership to individuals licensed to practice the profession.
Included in the Operating Agreement are various restrictions and limitations on LLC ownership
and management that the Editor feels are prudent to include based on general Missouri law
governing professional business entities.
The Missouri Limited Liability Company Act contains no specific provisions applica ble to
limited liability companies organized to engage in the practice of a profession. However, the
Professional Corporation Law of Missouri contains extensive provisions applicable to a
corporation organized to engage in the practice of a profession. It would seem prudent, then, to
look to the Professional Corporation Act for guidance on how a limited liability company shoul d
be organized and what restrictions it should adhere to.
The following are provisions from the Professional Corporation Law of Missouri that
appear appropriate to modify and apply to a limited liability company organized to engage
in the practice of a profession. Reference herein to ‘corporations’ should be taken as
reference to ‘LLCs,’ and reference to ‘Articles of Incorporation’ should be taken as
reference to ‘Articles of Organization.’ [EDITOR’S NOTE: These provisions have been
incorporated in the Operating Agreement in this form package.]
First, several definitions from the Professional Corporation Law of Missouri are in order:
A “professional service” and/or “professional services” is defined as “[a]ny service that l awfully
may be rendered only by persons licensed under the provisions of a licensing law of this state
and that also may not lawfully be rendered by a corporation organized under the general and
business corporation law of Missouri….”
“Licensing authority” is defined as “…the officer, board, agency, court or other authority in t his
state that has the power under applicable law to issue a license or other legal authorization to
render a professional service.”
A “qualified person” is statutorily defined as “…a natural person, general partnership, lim ited
liability company, professional corporation, or foreign corporation that is eligible under se ctions
356.011 to 356.261 to own shares issued by a professional corporation not otherwise restricted,
the probate estate of a qualified person or a grantor of a declaration in trust who is a natural
person eligible to own shares issued by a professional corporation; and, all trustees of the trust
that are eligible to own shares issued by a professional corporation; except that all qua lified
persons defined in this subdivision that are eligible to own shares issued by a professional
corporation shall offer, unless otherwise provided in writing, the professional corporation an
option to redeem such shares. The probate estate, the trustee, or a successor trustee of a qualified
person who is not otherwise authorized to own shares issued by a professional corporation shall
be deemed a qualified person where the stock or assets of such professional corporation are
owned by the qualified person.”
A “disqualified person” is defined as “…any natural person, corporation, partnership, limited
liability company, fiduciary, trust, association, governmental agency or other entity t hat for any
reason is or becomes ineligible under sections 356.011 to 356.261 to own shares issued by a
professional corporation.”
NOTE: A certificate by the licensing authority of the profession must be filed in the office of the secretary of state prior to issuance of the articles of incorporation, which
certificate must state that each of the incorporators is duly licensed in Missouri to
practice a professional service for which the corporation is organized to practice,
that at least one incorporator is licensed in Missouri to practice each professional
service for which the corporation is organized to practice; if applicable, that the
professional services for which the corporation is organized to practice are
permitted to be practiced together in one corporate entity by the licensing
authority of each such professional service; and that the proposed corporate name
has been approved by each such licensing authority if required by the rules or
regulations of the licensing authority.
Professional corporations may be incorporated for the purpose of rendering one or more types of
professional service, and services ancillary thereto, and in addition, for any purpose or purposes
for which corporations may be organized under the general and business corporation law of
Missouri. If a combination of professional services or of professional services and business
purposes is expressly permitted by the licensing authorities that regulate each of the professions,
then that purpose is allowed. Except to the extent that a combination of services and businesses
is permitted by the licensing authorities, a professional corporation may be organized only for
the purpose of rendering a single type of professional service and services ancillary thereto.
A professional corporation must have the powers enumerated in the general business and
corporation law of Missouri, except that, a professional corporation may invest its funds in rea l
estate, mortgages, stocks, bonds or any other type of investment. A professional corporation
may be a promoter, general partner, stockholder, member, associate or manager only of a
partnership, joint venture, professional corporation, foreign professional corporation, trust or
other enterprise that is engaged only in (a) rendering a professional service that is authori zed to
practice under its articles of incorporation, or carrying on business permitted by the a rticles of
incorporation of the professional corporation or in providing services ancillary thereto.
A professional corporation must not engage in any profession or business other than the
professions or businesses permitted by its articles of incorporation.
All of the directors of a professional corporation and all of the officers of a professional
corporation, other than the secretary, must be qualified persons with respect to the professi onal
corporation. [All members and managers of an LLC must be qualified, licensed persons for
the profession practiced.]
A professional corporation may purchase its own shares from a disqualified person even though
its net assets are less than its stated capital, or even when by so doing its net assets would be
reduced below its stated capital.
A professional corporation may issue shares, fractional shares, rights or options to purchase
shares, and other securities only to:
1. Natural persons who are authorized by law in Missouri, or in any other state or territory of the United States or the District of Columbia, to render a professional service
permitted by the articles of incorporation of the corporation, and trustees, in trust, of
revocable trust agreements, of which the trustee is a natural person who is authorized by
the law of Missouri, or any other state or territory of the United States or the District of
Columbia, to render a professional service permitted by the articles of incorporation of
the corporation, and provided, that the trustee is also the settlor and beneficiary of the
trust during his lifetime and that all trustees of the trust, if there are m ultiple trustees, are
authorized by any such state to render a professional service permitted by the articles of
incorporation;
2. General partnerships in which all of the partners are licensed in one of the state s or
territories of the United States of America to practice a professional service permi tted by
the articles of incorporation of the professional corporation and in which at least one
partner is authorized by a licensing authority of Missouri to render in Missouri a
professional service permitted by the articles of incorporation of the corporation;
3. Professional corporations or foreign professional corporations authorized by law in Missouri to render a professional service permitted by the articles of incorporation of the
corporation; limited liability companies in which all of the members are licensed in one
of the states or territories of the United States of America to practice a professiona l
service permitted by the articles of incorporation of the professional corporation and in
which at least one member is authorized by a licensing authority of Missouri to render in
Missouri a professional service permitted by the articles of incorporation of the
corporation.
Upon the death of a shareholder in a professional corporation, or if a shareholder in a
professional corporation becomes a disqualified person, or if shares of a professional corporation
are transferred by operation of law or court decree to a disqualified person, then the shares of that
deceased or disqualified shareholder may be transferred to a qualified person. If the sha res are
not transferred, they must be purchased or redeemed by the corporation to the extent of funds
that may be legally made available for such a purchase.
The articles of incorporation or bylaws of the professional corporation may establish a price for
or may authorize a procedure to set the price and the terms of purchase of the shares of a
deceased shareholder or disqualified person. The professional corporation, and one or more
shareholders therein, also may agree on a price for or a procedure to set the price and the terms
of purchase of the shares of a deceased or disqualified shareholder a private agreement in
writing. A private agreement is be binding only on the corporation and the agreeing
shareholders.
Every individual who renders a professional service as an employee of a professional corporation
or a foreign professional corporation is liable for any negligent or wrongful act or omission in
which he or she personally participates to the same extent as if he or she rendered such service in
his or her individual capacity. An employee of a professional corporation or a foreign
professional corporation is not liable for the conduct of other employees in which he or she did
not personally participate, unless he or she was negligent in appointing, supervising, or
participating in the activity in question with that employee.
Every professional corporation and foreign professional corporation whose employees perform
professional services within the scope of their employment or of their apparent authority to act
for the professional corporation or foreign professional corporation are liable to the same exte nt
as its employees.
Nothing in Sections 356.011 to 356.261 restrict or limit in any manner the authority and duty of
any licensing authority for the licensing of individual persons rendering any professional service
or the practice of the profession that is within the jurisdiction of the licensing aut hority,
notwithstanding that the person is an officer, director, shareholder or employee of a professional
corporation or a foreign professional corporation and rendering any professional service or
engaging in the practice of the profession through such corporation. Each licensing authority
may adopt and enforce, pursuant to applicable law, any additional rules and regulations
governing the practice of each profession as it deems to be necessary to enforce and comply with
the provisions of sections 356.011 to 356.261 and the law applicable to each profession.
BEFORE YOU RESERVE A LIMITED LIABILITY COMPANY NAME OR FILE
ARTICLES OF ORGANIZATION, IT IS IMPORTANT THAT YOU CONFIRM WITH
THE GOVERNING/EXAMINING AGENCY/BOARD FOR YOUR PROFESSION THAT
YOU ARE IN FULL COMPLIANCE WITH ALL OF THE RULES, REGULATIONS,
AND REQUIREMENTS PERTINENT TO PRACTICING YOUR PROFESSION
THROUGH A LIMITED LIABILITY COMPANY.
* * *
STEPS TO FORM LLC
Step 1: See FORM 1 - APPLICATION FOR RESERVATION OF NAMEIt is recommended that you reserve a LLC name in order to assure that your
Articles of Organization are not rejected because the name you have selected is
not available
You may skip this step and go to Step 2, but if the name you have selected is
not available, the Articles of Organization will be rejected and returned to you.
This form should be typed or printed in BLACK ink.
Print or type the LLC name you wish to reserve.a) A LLC name MUST contain the words “limited company” or “limited liability company” or the abbreviation “LC”, “LLC”, “L.C.” or “L.L.C.”
b) A LLC name MUST be the name under which the limited liability company transacts business in Missouri unless the limited liability
company registers another name under which it transacts business as
provided under Chapter 417, Missouri Revised Statutes or conspicuously
discloses its name as set forth in its articles of organization.
c) A LLC name CANNOT contain the word “corporation”, “incorporated”,
“limited partnership”, “L.P.”, or “Ltd.” or any abbreviation of one of such
words or any word or phrase which indicates or implies that it is organized
for any purpose not stated in its articles of organization or that it is a
governmental agency.
d) A LLC name MUST be distinguishable upon the records of the secretary
from the name of any corporation, limited liability company, limited
partnership or other business entity organized, reserved or registered under
the laws of Missouri or licensed or registered as a foreign corporation,
limited liability company or limited partnership in Missouri.
Provide the signature, printed name, and title of the individual making the
Application. Date the Application.
A LLC name is reserved for 60 days.
File the original and one copy of the Application. The filing fee is $25.00.
Mail the original and one copy of APPLICATION FOR RESERVATION OF
NAME along with the $25.00 filing fee (make check payable to the Secretary of
State) to:
Secretary of State
ATTN: Corporations Division
P.O. Box 778
Jefferson City, Missouri 65102
Telephone: (573) 751-3317, 751-2359, or 751-4544
Step 2: SEE FORM 2 –ARTICLES OF ORGANIZATION
Once you have reserved the limited liability company name, or if you have chosen
to proceed without reserving a name, you are ready to complete the Articles of
Organization.
Instructions to complete the Limited Liability Company Articles of
Organization:
The Articles of Organization should be typewritten or printed legibly in black ink.
1. Provide the LLC name you have reserved.
2. Provide the purpose for which the LLC is being created. It is sufficient to state:
“To engage in and conduct or promote any lawful businesses or purposes within
Missouri or any other jurisdiction.”
3. Provide the name and STREET address of the initial registered agent.
4. Indicate whether the management of the LLC will be vested in one or more
managers or one or more members.
5. Decide what you want the life of the LLC to be. Unless there is a good reason
to do otherwise, you should write “perpetual” in this section.
6. Provide the name and street address (P.O. Box alone is NOT acceptable) of
each Organizer. YOU ONLY NEED ONE ORGANIZER.
7. The LLC is effective on the date it is filed UNLESS you indicate a lat er date of
commencement. Unless there is a specific reason to delay the LLC, you should
leave this section blank.
Have each Organizer sign his/her name, print his/her name, and date the Articles
of Organization. Complete the return-address box.
File the original and one copy of the Articles of Organization.
The filing fee is $105.00.
Step 3: Mail the original and one copy of the ARTICLES OF ORGANIZATION
together with the $105.00 filing fee (make check payable to Secretary of State) to:
Secretary of State
ATTN: Corporations Division
P.O. Box 778
Jefferson City, Missouri 65102
Telephone: (573) 751-3317, 751-2359, or 751-4544
A sample cover letter to send with the Articles is included in this packet.
SEE FORM 3 – SAMPLE TRANSMITTAL LETTER
Step 4: Upon return of the Articles of Organization complete the Operating Agreement. SEE FORM 4 – SAMPLE OPERATING AGREEMENT
Step 5: Apply for a Federal Tax Identification Number. This is done with form SS-4. Mail to your regional IRS office.
SEE FORM 5 – IRS-SS-4
Step 6: Open a bank account and conduct business.
Step 7: Maintain records 347.091. 1. The limited liability company shall keep at its principal place of business, the
following:
(1) A current and a past list, setting forth the full name and last known mailing address of each
member and manager, if any, set forth in alphabetical order;
(2) A copy of the articles of organization and all articles of amendment thereto, together with
executed copies of any powers of attorney pursuant to which any articles have been executed;
(3) Copies of the limited liability company's federal, state and local income tax returns and reports,
if any, for the three most recent years or, if such returns and reports were not prepared for any
reason, copies of the information and records provided to, or which should have been provided to,
the members to enable them to prepare their federal, state and local tax returns for such period;
(4) Copies of any effective written operating agreements, and all amendments thereto, and copies
of any written operating agreements no longer in effect;
(5) Copies of any financial statements of the limited liability company for the three most recent
years;
(6) Unless contained in a written operating agreement, a writing setting out: (a) The amount of cash and a statement of the agreed value of other property or services
contributed by each member and the times at which or events upon the happening of
which any additional contributions agreed to be made by each member are to be made;
(b) Information that would enable a member to determine the relative voting rights of the
members on a particular matter if such voting rights are other than on a per capita basis;
(c) Any events upon the happening of which the limited liability company is to be
dissolved and its affairs wound up;
(7) Copies of any written promise by a member to make a contribution to the limited liability
company;
(8) Copies of any written consents by the members to the admission of any person as a member of
the limited liability company;
(9) Copies of any written consents by the members to continue the limited liability company upon
an event of withdrawal of any member;
(10) Copies of any other instruments or documents reflecting matters required to be in writing
pursuant to the operating agreement.
* * *
NOTE: Affidavit filing required for certain limited liability companies.
347.048. Any limited liability company that owns and rents or leases real property, or owns
unoccupied real property, located within any home rule city with a population of more than four
hundred thousand inhabitants which is located in more than one county, shall file with tha t city's
clerk an affidavit listing the name and address of at least one person who has mana gement
control and responsibility for the real property owned and leased or rented by the limited liability
company, or owned by the limited liability company and unoccupied.
If needed, this Affidavit is attached below, after the Operating Agreement.
* * *
FORMS DOWNLOAD
To access the download page please do the following:
IMPORTANT NOTE: WRITE DOWN THE USERNAME AND PASSWORD SHOWN
BELOW BECAUSE YOU WILL NEED TO ENTER IT EXACTLY (case sensitive) TO
DOWNLOAD THE FORMS.
The download page you will access by using the link below contains links to download the forms
for this package, as well as a brief description of each form. Once you reach the download page,
the easiest procedure to download the forms is to right-click on the form links and select “save
target as” to save each form to your hard drive.
To access the download page you are required to use the following login (PLEASE WRITE
THIS DOWN):
USERNAME: ttt333
PASSWORD: uuu444
The download link can be accessed by any of the following methods: - Copy the link below and paste into your browser URL location.
- Type the link below exactly (case sensitive) as shown into your browser.
- Click on the highlighted link below.
Download Link:
http://www.uslegalforms.com/data/corp/MO-00LLC/MO-00PLLC.htm
http://www.uslegalforms.com/data/corp/MO-00LLC/MO-00PLLC.htm
* * *
Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are
not legal advice and are not to be construed as such. Although the
information contained herein is believed to be correct, no warranty of fitness
or any other warranty shall apply. All use is subject to the U.S. Legal Forms,
Inc. Disclaimer and License located at
http://www.uslegalforms.com/disclaimer.htm
FORM 4
SAMPLE OPERATING AGREEMENT
This agreement is a sample operating agreement and should be modified to meet your needs. It
provides for the LLC to be operated by one or more managers OR by the members. You will
have to decide how you want your LLC to operate.
Insert the name of your profession in the blanks where
appropriate.
See Introductory Notes for more information about
contents of this Operating Agreement.
Read carefully and make appropriate changes to suit
your individual needs and purposes.
OPERATING AGREEMENTOF
______________________________________
A MISSOURI LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT (“Agreement”) is entered into the __________ day of
_____________________, 20______, by and between the following persons: 1. _______________________________________________________________
2. _______________________________________________________________
3. _______________________________________________________________
4. _______________________________________________________________
hereinafter, (“Members” or “Parties”).
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the Parties covenant, contract and agree as follows:
ARTICLE I
FORMATION OF LIMITED LIABILITY COMPANY
1. Formation of LLC. The Parties have formed a Missouri limited liability company nam ed
____________________________________________________________ (“LLC”). The
operation of the LLC shall be governed by the terms of this Agreement and the provisions of
the Missouri Limited Liability Company Act, hereinafter referred to as the “Act”. To the
extent permitted by the Act, the terms and provisions of this Agreement shall control if there
is a conflict between such Law and this Agreement. The Parties intend that the LLC shall be
taxed as a partnership. Any provisions of this Agreement, if any, that may cause the LLC not
to be taxed as a partnership shall be inoperative.
2. Articles of Organization. The Members acting through one of its Members,
____________________________________, filed Articles of Organization, (“Articles”) for
record in the office of the Secretary of State on _________________________, thereby
creating the LLC.
3. Business. The business of the LLC shall be to engage in the practice of ________________,
and to conduct any lawful businesses or purposes which a limited liability company whose
purpose is to practice ___________________ is legally allowed to conduct.
4. Registered Office and Registered Agent. The registered office and place of business of the
LLC shall be ______________________________________________________________
______________________________________ and the registered agent at such office shall
be __________________________________________________________________. The
Members may change the registered office and/or registered agent from time to time.
5. Duration. The LLC will commence business as of the date of filing and will continue in
perpetuity.
6. Fiscal Year. The LLC’s fiscal and tax year shall end December 31.
ARTICLE II MEMBERS
7. Initial Members. The initial members of the LLC, their initial capita l contributions and their
percentage interest in the LLC are:
Initial Percentage Interest Capital
Members in LLC Contribution
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
8. Additional Members. New members may be admitted only upon the consent of a majority of
the Members and upon compliance with the provisions of this agreement.
ARTICLE III
MANAGEMENT
9. Management. The Members have elected to manage the LLC as follows (check as
appropriate):
The management of the LLC shall be vested in the Members without an
appointed manager. The members shall elect officers who shall manage the compa ny. The
President and Secretary may act for and on behalf of the LLC and shall have the power and
authority to bind the LLC in all transactions and business dealings of any kind except as
otherwise provided in this Agreement.
The Members hereby delegate the management of the LLC to Manager(s),
subject to the limitations set out in this agreement. Each manager shall be a registered
pharmacist in Missouri.
a) The Members shall elect and may remove the Manager(s) by majority
vote.
b) A Manager shall serve until a successor is elected by the Members.
c) The Manager(s) shall have the authority to take all necessary and proper actions in order to conduct the business of the LLC.
d) Except for decisions concerning distributions, any Manager can take any appropriate action on behalf of the LLC, including, but not limited to
signing checks, executing leases, and signing loan documents.
e) In determining the timing and total amount of distributions to the Members, the action of the Manager shall be based on a majority vote of
the Managers, with or without a meeting.
f) The compensation to the Manager(s) shall be in the discretion of the
majority of the Members of the LLC.
g) There shall be _________ initial Managers.
h) All Managers shall be licensed to practice ______________ in the State of Missouri.
i) The initial Manager(s) is/are: _________________________________________________________ __________________________________________________________________________________________________________________
10. Officers and Relating Provisions. In the event the Members elect to manage the L LC,
rather than appointing a manager, the Members shall appoint officers for the LLC and the
following provisions shall apply:
(a) Officers. The officers of the LLC shall be members and shall consist of a president, a
treasurer and a secretary, or other officers or agents as may be elected and appointed by
the Members. A Member may hold more than one or all offices. The officers shall act in
the name of the LLC and shall supervise its operation under the direction and
management of the Members, as further described below.
(b) Election and Term of Office. The officers of the LLC shall be elected annual ly by the
Members by a majority vote. Vacancies may be filled or new offices created and filled at
any meeting of the Members. Each officer shall hold office until his/her death, unti l
he/she shall resign, or until he/she is removed from office. Election or appointment of an
officer or agent shall not of itself create a contract right.
(c) Removal. Any officer or agent may be removed by a majority of the Members whenever
they decide that the best interests of the Company would be served thereby. Such
removal shall be without prejudice to the contract rights, if any, of the person so
removed.
(d) Vacancies. A vacancy is any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Members for the unexpired portion of
the term.
(e) President. The President shall be the chief executive officer of the LLC and shall preside
at all meetings of the Members. The President shall have such other powers and perform
such duties as are specified in this Agreement and as may from time to time be assigned
by the Members of the LLC.
(f) The Treasurer. The Treasurer shall be the chief financial officer of the LLC. The
Treasurer shall not be required to give a bond for the faithful discharge of his/her duties.
The Treasurer shall: (i) have charge and custody of and be responsible for all funds and
securities of the LLC; (ii) in the absence of the President, preside at meeti ngs of the
Members; (iii) receive and give receipts for moneys due and payable to the LLC from
any source whatsoever, and deposit all such moneys in the name of the LLC in such
banks, trust companies or other depositaries as shall be selected by the Members of the
LLC; and (iv) in general perform all the duties incident to the office of treasure r and such
other duties as from time to time may be assigned by the President or by the Membe rs of
the LLC.
(g) Secretary. The secretary shall: (i) keep the minutes of the Members meetings in one or
more books provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of this Agreement or as required by law; (iii) be custodian
of LLC records; (iv) keep a register of the post office address of each Member; (v) certify
the Member’s resolutions; and other documents to the LLC as true and correct; (vi) in the
absence of the President and Treasurer, preside at meetings of the Members and (vii) in
general perform all duties incident to the office of secretary and such other duties a s from
time as may be assigned by the President or the Members.
11. Member Only Powers. Notwithstanding any other provision of this Agreement, only a
majority of the Members may: (a) sell or encumber (but not lease) any real estate owned by
the LLC, or (b) incur debt, expend funds, or otherwise obligate the LLC if the debt,
expenditure, or other obligation exceeds $_____________________.
ARTICLE IV
CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS
12. Interest of Members. Each Member shall own a percentage interest (sometimes referred to as
a share) in the LLC. The Member’s percentage interest shall be based on the amount of cash
or other property that the Member has contributed to the LLC and that percentage i nterest
shall control the Member’s share of the profits, losses, and distributions of the LLC.
13. Contributions. The initial contributions and initial percentage interest of the Members are as
set out in this Agreement.
14. Additional Contributions. Only a majority of the Members of the LLC may call on the
Members to make additional cash contributions as may be necessary to carry on the LLC’s
business. The amount of any additional cash contribution shall be based on the Member’s
then existing percentage interest. To the extent a Member is unable to meet a cash call, the
other Members can contribute the unmet call on a pro rata basis based on the Members’
percentage interests at that time, and the percentage interest of each Membe r will be adjusted
accordingly.
15. Record of Contributions/Percentage Interests. This Agreement, any amendment(s) to this
Agreement, and all Resolutions of the Members of the LLC shall constitute the re cord of the
Members of the LLC and of their respective interest therein.
16. Profits and Losses. The profits and losses and all other tax attributes of the LLC shall be
allocated among the Members on the basis of the Members’ percentage interests in the LLC.
17. Distributions. Distributions of cash or other assets of the LLC (other than in dissolution of
the LLC) shall be made in the total amounts and at the times as determ ined by a majority of
the Members. Any such distributions shall be allocated among the Members on the basis of
the Members’ percentage interests in the LLC.
18. Change in Interests. If during any year there is a change in a Member’s percentage int erest,
the Member’s share of profits and losses and distributions in that year shall be determined
under a method which takes into account the varying interests during the year.
ARTICLE V
VOTING; CONSENT TO ACTION
19. Voting by Members. Members shall be entitled to vote on all matters which provide for a
vote of the Members in accordance with each Member’s percentage interest.
20. Majority Required. Except as otherwise provided and delegated to the Officers or Managers,
a majority of the Members, based upon their percentage ownership, is required for any
action.
21. Meetings - Written Consent. Action of the Members or Officers may be accomplished with
or without a meeting. If a meeting is held, evidence of the action shall be by Mi nutes or
Resolution reflecting the action of the Meeting, signed by a majority of the Membe rs, or the
President and Secretary. Action without a meeting may be evidenced by a written c onsent
signed by a majority of the Members, or the President and Secretary.
22. Meetings. Meetings of the Members may be called by any Member owning 10% or more of
the LLC, or, if Managers were selected, by any Manager of the LLC, or if Officers were
elected, by any officer.
23. Majority Defined. As used throughout this agreement the term “Majority” of the Members
shall mean a majority of the ownership interest of the LLC as determined by the records of
the LLC on the date of the action.
ARTICLE VI
DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS
SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION
24. Duties of Members: Limitation of Liability. The Members, Managers and officers shall
perform their duties in good faith, in a manner they reasonably believe to be in the best
interests of the LLC, and with such care as an ordinarily prudent person in a like positi on
would use under similar circumstances. No Member or officer, by reason of being or having
been a Member or officer, shall be liable to the LLC or to any other Member or offi cer for
any loss or damage sustained by the LLC or any other Member or officer unless the loss or
damage shall have been the result of fraud, deceit, gross negligence, willful misconduct , or a
wrongful taking by that Member or officer.
25. Members Have No Exclusive Duty to LLC. The Members shall not be required to participat e
in the LLC as their sole and exclusive business. Members may have other business interests
and may participate in other investments or activities in addition to those re lating to the LLC.
No Member shall incur liability to the LLC or to any other Member by reason of
participating in any such other business, investment or activity.
26. Protection of Members and Officers.
(a) As used herein, the term “Protected Party” refers to the Members and officers of the Company.
(b) To the extent that, at law or in equity, a Protected Party has duties (incl uding fiduciary
duties) and liabilities relating thereto to the LLC or to any other Protecte d Party, a
Protected Party acting under this Agreement shall not be liable to the LLC or to any other
Protected Party for good faith reliance on the provisions of this Agreement; the records of
the LLC; and/or such information, opinions, reports or statements presented to the LLC
by any person as to matters the Protected Party reasonably believes are within such othe r
person’s professional or expert competence and who has been selected with reasonable
care by or on behalf of the LLC.
(c) The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Protected Party to the LLC or to any other Protected Party otherwise existing at law
or in equity, are agreed by the parties hereto to replace such other duties and liabilities of
such Protected Party.
27. Indemnification and Insurance.
(a) Right to Indemnification. Any person who is or was a member or officer of the LLC
and who is or may be a party to any civil action because of his/her participation in or
with the LLC, and who acted in good faith and in a manner which he/she reasonably
believed to be in, or not opposed to, the best interests of the LLC may be indemnifie d
and held harmless by the LLC. Any person who is or was a member or officer of the
LLC and who is or may be a party to any criminal action because of his/her
participation in or with the LLC, and who acted in good faith and had reasonable
cause to believe that the act or omission was lawful, may be indemnified and held
harmless by the LLC.
(b) Advancement of Expenses. Expenses (including attorney’s fees) incurred by an
indemnified person in defending any proceeding shall be paid in advance of the
proceedings conclusion. Should the indemnified member or officer ultimately be
determined to not be entitled to indemnification, that member or officer agrees to
immediately repay to LLC all funds expended by the LLC on behalf of the member or
officer.
(c) Non-Exclusivity of Rights. The right to indemnification and payment of fees and
expenses conferred in this section shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, provision of this Agreement,
contract, agreement, vote of Members or otherwise. The Members and officers are
expressly authorized to adopt and enter into indemnification agreements for Members
and officers.
(d) Insurance. The Members shall cause the LLC to purchase and maintain insurance for
the LLC, for its Members and officers, and/or on behalf of any third party or parties
whom the members might determine should be entitled to such insurance coverage.
(e) Effect of Amendment. No amendment, repeal or modification of this Article shall
adversely affect any rights hereunder with respect to any action or omission occurring
prior to the date when such amendment, repeal or modification became effective.
ARTICLE VII
MEMBERS INTEREST TERMINATED
28. Termination of Membership. A Member’s interest in the LLC shall cease upon the
occurrence of one or more of the following events: (a) A Member provided notice of withdrawal to the LLC thirty (30) days in advance of the withdrawal date. Withdrawal by a Member is not a breach of this Agreement
(b) A Member assigns all of his/her interest to a qualified third party.
(c) A Member dies or is disqualified form practicing ______________ in Missouri.
(d) There is an entry of an order by a court of competent jurisdiction adjudicating the Member incompetent to manage his/her person or his/her estate.
(e) In the case of an estate that is a Member, the distribution by the fiduciary
(f) of the estate’s entire interest in the LLC.
(g) A Member, without the consent of a majority of the Members: (1) makes an assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3)
is adjudicated a bankrupt or insolvent; (4) files a petition or answer seeking for
himself any reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law or regulation; (5) files an answer
or other pleading admitting or failing to contest the material allegations of a petition
filed against him in any proceeding of the nature described in this paragraph; (6)
seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or
liquidator of the Member or of all or any substantial part of his properties; or (7) if
any creditor permitted by law to do so should commence foreclosure or take any other
action to seize or sell any Member’s interest in the LLC.
(h) If within one hundred twenty (120) days after the commencement of any action against a Member seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any statute, law, or regulation, the
action has not been dismissed and/or has not been consented to by a majority of the
members.
(i) If within ninety (90) days after the appointment, without a member’s consent or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any
substantial part of the member’s properties, said appointment is not vacated or withi n
ninety (90) days after the expiration of any stay, the appointment is not vacated
and/or has not been consented to by a majority of the members.
(j) Any of the events provided in applicable code provisions that are not inconsistent with the dissociation events identified above.
(k) In the event that a member is disqualified form rendering services as a medical doctor, that member’s interest in the LLC shall immediately terminate.
29. Effect of Dissociation. Any dissociated Member shall not be entitled to receive t he fair value
of his LLC interest solely by virtue of his dissociation. A dissociated Member that sti ll owns
an interest in the LLC shall be entitled to continue to receive such profit s and losses, to
receive such distribution or distributions, and to receive such allocations of income, gain,
loss, deduction, credit or similar items to which he would have been entitled if sti ll a
Member. For all other purposes, a dissociated Member shall no longer be considered a
Member and shall have no rights of a Member.
ARTICLE VIII
RESTRICTIONS ON TRANSFERABILITY OF LLC INTEREST;
SET PRICE FOR LLC INTEREST
30. LLC Interest. The LLC interest is personal property. A Member has no interest in property
owned by the LLC.
31. Encumbrance. A Member can encumber his LLC interest by a security interest or ot her form
of collateral only with the consent of a majority of the other Members. Such consent shal l
only be given if the proceeds of the encumbrance are contributed to the LLC to respond t o a
cash call of the LLC.
32. Sale of Interest. A Member can sell his LLC interest only to a person or entity licensed to
practice ______________ in Missouri and only by the following procedures:(a) If a Member desires to sell his/her interest, in whole or in part, he/she shall give written notice to the LLC of his desire to sell all or part of his/her interest and must
first offer the interest to the LLC. The LLC shall have the option to buy the offe red
interest at the then existing Set Price as provided in this Agreement. The LLC shall
have thirty (30) days from the receipt of the assigning Member’s notice to give the
assigning Member written notice of its intention to buy all, some, or none of the
offered interest. The decision to buy shall be made by a majority of the other
Members. Closing on the sale shall occur within sixty (60) days from the date that
the LLC gives written notice of its intention to buy. The purchase price shall be pa id
in cash at closing unless the total purchase price is in excess of $_______________ in
which event the purchase price shall be paid in __________ (____) equal quarterly
installments beginning with the date of closing. The installment amounts shall be
computed by applying the following interest factor to the principal amount: interest
compounded quarterly at the Quarterly Federal Short-Term Rate existing at closing
under the Applicable Federal Rates used for purposes of Internal Revenue Code § 1
274(d), or any successor provision.
(b) (b) To the extent the LLC does not buy the offered interest of the selling Member, t he
other Members shall have the option to buy the offered interest at the Set Price on a
pro rata basis based on the Members’ percentage interests at that time. If Mem ber
does not desire to buy up to his/her proportional part, the other Members can buy the
remaining interest on the same pro rata basis. Members shall have fifteen (15) days
from the date the LLC gives its written notice to the selling Member to gi ve the
selling Member notice in writing of their intention to buy all, some, or none of the
offered interest. Closing on the sales shall occur within sixty (60) days from the date
that the Members give written notice of their intention to buy. The purchase price
from each purchasing Member shall be paid in cash at closing.
(c) To the extent the LLC or the Members do not buy the offered interest, the selling Member can then assign the interest to a non-member. The non-member must be
licensed to practice ______________ in the State of Missouri. The selling Member
must close on the assignment within ninety (90) days of the date that he gave notice
to the LLC. If he does not close by that time, he must again give the notice a nd
options to the LLC and the LLC Members before he sells the interest.
(d) The selling Member must close on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does not close by that time, he must a gain give
the notice and options to the LLC and the LLC Members before he sells the interest.
(e) A non-member purchaser of a member’s interest cannot exercise any rights of a Member unless a majority of the non-selling Members consent to him becoming a
Member. The non-member purchaser will be entitled, however, to share in such
profits and losses, to receive such distributions, and to receive such allocation of
income, gain, loss, deduction, credit or similar items to which the selling member
would be entitled, to the extent of the interest assigned, and will be subject to calls for
contributions under the terms of this Agreement. The purchaser, by purchasing the
selling member’s interest, agrees to be subject to all the terms of this Agree ment as if
he were a Member.
33. Set Price. The Set Price for purposes of this Agreement shall be the price fixed by conse nt of
a majority of the Members. The Set Price shall be memorialized and made a part of the LLC
records. The initial Set Price for each Member’s interest is the amount of the Mem ber’s
contribution(s) to the LLC as provided above, as updated in accordance with the term s
hereof. Any future changes in the Set Price by the Members shall be based upon net equity
in the assets of the LLC (fair market value of the assets less outstanding indebte dness),
considering the most recent appraisal obtained by the LLC for its assets, as may be adjusted
by the Members in their discretion. The initial Set Price shall be adjusted upon demand by a
Member but not more than once a year unless all Members consent. This basis for
determining the Set Price shall remain in effect until changed by consent of a ma jority of the
Members. The Members will consider revising the basis for determining the Set Price at
least annually.
ARTICLE IX
OBLIGATION TO SELL ON A DISSOCIATION
EVENT CONCERNING A MEMBER
34. Dissociation. Except as otherwise provided, upon the occurrence of a dissociation event with
respect to a Member, the LLC and the remaining Members shall have the option to purc hase
the dissociated Member’s interest at the Set Price in the same manner as provi ded in
ARTICLE VIII and as if the dissociated Member had notified the LLC of his desire to sell all
of his LLC interest. The date the LLC received the notice as provided in ARTIC LE VIII
triggering the options shall be deemed to be the date that the LLC receives actual notice of
the dissociation event.
ARTICLE X
DISSOLUTION
35. Termination of LLC. The LLC will be dissolved and its affairs must be wound up onl y upon
the written consent of a majority of the Members.
36. Final Distributions. Upon the winding up of the LLC, the assets must be distributed as
follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for
distributions; and (c) to Members first for the return of their contributions and secondly
respecting their LLC interest, in the proportions in which the Members share in profits and
losses.
ARTICLE XI
TAX MATTERS
37. Capital Accounts. Capital accounts shall be maintained consistent with Internal Revenue
Code § 704 and the regulations thereunder.
38. Partnership Election. The Members elect that the LLC be taxed as a partne rship and not as
an association taxable as a corporation.
ARTICLE XII
RECORDS AND INFORMATION
39. Records and Inspection. The LLC shall maintain at its place of business the Articles of
Organization, any amendments thereto, this Agreement, and all other LLC records requi red
to be kept by the Act, and the same shall be subject to inspection and copying a t the
reasonable request, and the expense, of any Member.
40. Obtaining Additional Information. Subject to reasonable standards, each Member may
obtain from the LLC from time to time upon reasonable demand for any purpose reasonably
related to the Member’s interest as a Member in the LLC: (1) information regardi ng the state
of the business and financial condition of the LLC; (2) promptly after becoming availabl e, a
copy of the LLC’s federal, state, and local income tax returns for each year; a nd (3) other
information regarding the affairs of the LLC as is just and reasonable.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
41. Amendment. Except as otherwise provided in this Agreement, any amendment to this
Agreement may be proposed by a Member. Unless waived by the Members, the proposing
Member shall submit to the Members any such proposed amendment together with an
opinion of counsel as to the legality of such amendment and the recommendation of the
Member as to its adoption. A proposed amendment shall become effective at such tim e as it
has been approved in writing by a majority of the Members. This Agreement may not be
amended nor may any rights hereunder be waived except by an instrument in writing signed
by the party sought to be charged with such amendment or waiver, except as otherwise
provided in this Agreement.
42. Applicable Law. To the extent permitted by law, this Agreement shall be const rued in
accordance with and governed by the laws of the State of Missouri.
43. Pronouns, Etc. References to a Member or Manager, including by use of a pronoun, shall be
deemed to include masculine, feminine, singular, plural, individuals, partnerships or
corporations where applicable.
44. Counterparts. This instrument may be executed in any number of counterparts each of which
shall be considered an original.
45. Specific Performance. Each Member agrees with the other Members that the other Mem bers
would be irreparably damaged if any of the provisions of this Agreement are not performed
in accordance with their specific terms and that monetary damages would not provide an
adequate remedy in such event. Accordingly, it is agreed that, in addition to any ot her
remedy to which the nonbreaching Members may be entitled, at law or in equity, t he
nonbreaching Members shall be entitled to injunctive relief to prevent breaches of t his
Agreement and, specifically, to enforce the terms and provisions of this Agreement in any
action instituted in any court of the United States or any state thereof having subjec t matter
jurisdiction thereof.
46. Further Action. Each Member, upon the request of the LLC, agrees to perform all further
acts and to execute, acknowledge and deliver any documents which may be necessary,
appropriate, or desirable to carry out the provisions of this Agreement.
47. Method of Notices. All written notices required or permitted by this Agreement shall be
hand delivered or sent by registered or certified mail, postage prepaid, addressed to the LLC
at its place of business or to a Member as set forth on the Member’s signature page of t his
Agreement (except that any Member may from time to time give notice changing hi s address
for that purpose), and shall be effective when personally delivered or, if mailed, on the date
set forth on the receipt of registered or certified mail.
48. Facsimiles. For purposes of this Agreement, any copy, facsimile, telecommunication or other
reliable reproduction of a writing, transmission or signature may be substituted or used in
lieu of the original writing, transmission or signature for any and all purposes for which the
original writing, transmission or signature could be used, provided that such copy, facsimile
telecommunication or other reproduction shall have been confirmed received by the sending
Party.
49. Computation of Time. In computing any period of time under this Agreement, the day of the
act, event or default from which the designated period of time begins to run shall not be
included. The last day of the period so computed shall be included, unless it is a Sa turday,
Sunday or legal holiday, in which event the period shall run until the end of the next day
which is not a Saturday, Sunday or legal holiday.
50. Adherence to Applicable Laws, Rules, and Regulations. The LLC shall at all ti mes be and
remain in full compliance with all laws, rules, regulations, and requirements set out in the
Missouri Revised Statutes and other applicable sources.
WHEREFORE, the Parties have executed this Agreement on the dates stated below t heir
signatures on the attached signature page for each individual Party.
NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED A
COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF _____________________________________________________________________________,
A MISSOURI LIMITED LIABILITY COMPANY. EACH MEMBER REALIZES THAT AN
INVESTMENT IN THIS COMPANY IS SPECULATIVE AND INVOLVES SUBSTANTIAL
RISK. EACH MEMBER IS AWARE AND CONSENTS TO THE FACT THAT THE
INTERESTS IN THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY SECURITIES ACT OF THE STATE OF MISSOURI.
EACH MEMBER AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND ARTICLES OF ORGANIZATION.Members: __________________________________
Name __________________________________
Name __________________________________
Name __________________________________
Name
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
INDIVIDUAL ACCEPTANCE AND SIGNATURE PAGE
I, _____________________________________, hereby certify that I have received a copy of the
Limited Liability Company Agreement and Articles of Organization of
___________________________________________________, a Missouri limited liability
company. I realize that an investment in this Company is speculative and involves substantial
risk. I agree to be bound by all of the terms and conditions of the Articles of Organization and
Limited Liability Company Agreement of ___________________________________________.
Member: ________________________________
Address:
________________________________
Date: _________________________________
Affidavit Identifying Property ManagerPursuant to Missouri Revised Statutes §347.048
STATE OF MISSOURI
COUNTY OF ________________
[Name] _______________________________, the undersigned authorized representative of [LLC
name] _______________________________, upon being duly sworn, states upon his or her oath
that:
1. He/She is of sound mind and body and of legal age, and is the authorized representative of the
above-named LLC for the purpose of making this Affidavit, and
2. The following property(ies) is(are) owned by the LLC and is(are) managed by the person
identified as Manager for each property listed:
Address of property: _____________________________________________________________
Name and address of Manager: _____________________________________________________
Address of property: _____________________________________________________________
Name and address of Manager: _____________________________________________________
Address of property: _____________________________________________________________
Name and address of Manager: _____________________________________________________
Address of property: _____________________________________________________________
Name and address of Manager: _____________________________________________________
Address of property: _____________________________________________________________
Name and address of Manager: _____________________________________________________
Address of property: _____________________________________________________________
Name and address of Manager: _____________________________________________________
WITNESS my signature, this the _____ day of _____________, 20____. ___________________________________
LLC Authorized Representative
Sworn to and subscribed before me this the _____ day of _____________, 20____.
My Commission Expires: _______________________________________ NOTARY PUBLIC
________________________
Ownership Ledger
Name and Residence
Address of LLC Member Date of
Transfer % Ownership Amount Paid Subsequent
Transfer
Show on
separate line
Accessories
U. S. Legal Forms, Inc. offers the following accessories:
See
http://www.uslegalbookstore.com/officeproducts/
The certificate below is optional.
Membership Certificate
No. ____ LIMITED LIABILITY COMPANY- STATE OF MISSOURI Percentage: ___
This Certificate, certifies that ___________________________________________________, is a true
and lawful owner of __________ percent ownership of _____________________________________, a
Missouri Limited Liability Company. Such ownership interest is only transferable in accordance
with the Operating Agreement between the Members. This certificate is issued by the Limited Liability Company by its
duly authorized officers on this the ____ day of _________, 20___.
_________________ _________________
