To repeal sections 143.411, 143.471, 347.020, 347.037, 347.039, 347.081, 347.103, 347.109, 347.121, 347.125, 347.129, 347.133, 347.137, 347.141, 347.700, 347.705, 347.710, 355.431, 359.011, 359.165, 359.201, 359.351 and 484.020, RSMo 1994, and sections 347.015, 347.187 and 358.150, RSMo Supp. 1996, relating to regulation of business, and to enact in lieu thereof thirty-one new sections relating to the same subject, with an emergency clause.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF MISSOURI, AS FOLLOWS:

     Section A. Sections 143.411, 143.471, 347.020, 347.037, 347.039, 347.081, 347.103, 347.109, 347.121, 347.125, 347.129, 347.133, 347.137, 347.141, 347.700, 347.705, 347.710, 355.431, 359.011, 359.165, 359.201, 359.351 and 484.020, RSMo 1994, and sections 347.015, 347.187 and 358.150, RSMo Supp. 1996, are repealed and thirty-one new sections enacted in lieu thereof, to be known as sections 143.411, 143.471, 347.015, 347.020, 347.037, 347.039, 347.081, 347.103, 347.109, 347.121, 347.125, 347.128, 347.129, 347.133, 347.137, 347.141, 347.187, 347.700, 347.705, 347.710, 355.431, 358.150, 358.261, 358.371, 358.520, 359.011, 359.165, 359.172, 359.201, 359.351 and 484.020, to read as follows:

     143.411. 1. Any modification described in sections 143.121 and 143.141 which relates to an item of partnership income, gain, loss, or deduction shall be made in accordance with the partner's distributive share, for federal income tax purposes, of the item to which the modification relates. Where a partner's distributive share of any such item is not required to be taken into account separately for federal income tax purposes, the partner's distributive share of such item shall be determined in accordance with his distributive share, for federal income tax purposes, of partnership taxable income or loss generally.

     2. Each item of partnership income, gain, loss, or deduction shall have the same character for a partner under sections 143.005 to 143.998 as it has for federal income tax purposes. Where an item is not characterized for federal income tax purposes, it shall have the same character for a partner as if realized directly from the source from which realized by the partnership or incurred in the same manner as incurred by the partnership.

     3. Where a partner's distributive share of an item of partnership income, gain, loss, or deduction is determined for federal income tax purposes by a special provision in the partnership agreement with respect to such item, and the principal purpose of such provision is the avoidance of tax under sections 143.005 to 143.998, the partner's distributive share of such item and any modification required with respect thereto shall be determined in accordance with his distributive share of the taxable income or loss of the partnership generally (that is, exclusive of those items requiring separate computation under the provisions of Section 702 of the Internal Revenue Code).

     4. The director of revenue shall permit partnerships to file composite returns and to make composite payments of tax on behalf of its nonresident partners not otherwise required to file a return.

     5. If a partnership pays or credits amounts to any of its nonresident individual partners on account of their distributive share of the partnership income for a taxable year of the partnership, the partnership shall either timely file with the Missouri department of revenue an agreement as provided in subsection 6 of this section or withhold Missouri income tax[. The amount of Missouri income tax to be withheld is determined by multiplying the partner's distributive share allocable to Missouri that is paid or credited] as provided in subsection 7 of this section. A partnership that timely files an agreement as provided in subsection 6 of this section with respect to a nonresident partner [during the taxable year by the highest rate used to determine a Missouri income tax liability for an individual, except that the amount of the tax withheld may be determined based on withholding tables provided by the director of revenue if the partner submits a Missouri withholding allowance certificate] for a taxable year shall be considered to have timely filed such an agreement for each subsequent taxable year. A partnership that does not timely file such an agreement for a taxable year shall not be precluded from timely filing such an agreement for subsequent taxable years. A partnership is not required to deduct and withhold Missouri income tax for a nonresident partner if:

     (1) The nonresident partner not otherwise required to file a return elects to have the Missouri income tax due paid as part of the partnership's composite return;

     (2) The nonresident partner not otherwise required to file a return had Missouri assignable federal adjusted gross income from the partnership of less than twelve hundred dollars;

     (3) The partnership is liquidated or terminated;

     (4) Income was generated by a transaction related to termination or liquidation; or

     (5) No cash or other property was distributed in the current and prior taxable year.

     6. The election referred to in subdivision (1) of subsection 5 of this section is an agreement by a nonresident partner of the partnership:

     (1) To file a return in accordance with the provisions of section 143.481 and to make timely payment of all taxes imposed on the partner by this state with respect to income of the partnership; and

     (2) To be subject to personal jurisdiction in this state for purposes of the collection of income taxes, together with related interest and penalties, imposed on the partner by this state with respect to the income of the partnership.

The agreement will be considered timely filed for the taxable year, and for all subsequent taxable years, if it is filed at or before the time the annual return for such taxable year is required to be filed pursuant to section 143.511.

     7. The amount of Missouri income tax to be withheld is determined by multiplying the partner's distributive share allocable to Missouri that is paid or credited to a nonresident partner during the taxable year by the highest rate used to determine a Missouri income tax liability for an individual, except that the amount of the tax withheld may be determined based on withholding tables provided by the director of revenue if the partner submits a Missouri withholding allowance certificate.

     [6.] 8. A partnership shall be entitled to recover for a partner on whose behalf a tax payment was made pursuant to this section, if such partner has no tax liability.

     143.471. 1. An S corporation, as defined by section 1361 (a)(1) of the Internal Revenue Code, shall not be subject to the taxes imposed by section 143.071, or other sections imposing income tax on corporations.

     2. A shareholder of an S corporation shall determine his S corporation modification and pro rata share, including its character, by applying the following:

     (1) Any modification described in sections 143.121 and 143.141 which relates to an item of S corporation income, gain, loss, or deduction shall be made in accordance with the shareholder's pro rata share, for federal income tax purposes, of the item to which the modification relates. Where a shareholder's pro rata share of any such item is not required to be taken into account separately for federal income tax purposes, the shareholder's pro rata share of such item shall be determined in accordance with his pro rata share, for federal income tax purposes, of S corporation taxable income or loss generally;

     (2) Each item of S corporation income, gain, loss, or deduction shall have the same character for a shareholder under sections 143.005 to 143.998 as it has for federal income tax purposes. Where an item is not characterized for federal income tax purposes, it shall have the same character for a shareholder as if realized directly from the source from which realized by the S corporation or incurred in the same manner as incurred by the S corporation.

     3. A nonresident shareholder of an S corporation shall determine his Missouri nonresident adjusted gross income and his nonresident shareholder modification by applying the provisions of this subsection. Items shall be determined to be from sources within this state under regulations of the director of revenue in a manner consistent with the division of income provisions of section 143.451, section 143.461, or section 32.200, RSMo (Multistate Tax Compact). In determining the adjusted gross income of a nonresident shareholder of any S corporation, there shall be included only that part derived from or connected with sources in this state of the shareholder's pro rata share of items of S corporation income, gain, loss or deduction entering into his federal adjusted gross income, as such part is determined under regulations prescribed by the director of revenue in accordance with the general rules in section 143.181. Any modification described in subsections 2 and 3 of section 143.121 and in section 143.141, which relates to an item of S corporation income, gain, loss, or deduction shall be made in accordance with the shareholder's pro rata share, for federal income tax purposes, of the item to which the modification relates, but limited to the portion of such item derived from or connected with sources in this state.

     4. The director of revenue shall permit S corporations to file composite returns and to make composite payments of tax on behalf of its nonresident shareholders not otherwise required to file a return.

     5. If an S corporation pays or credits amounts to any of its nonresident individual shareholders as dividends or as their share of the S corporation's undistributed taxable income for the taxable year, the S corporation shall either timely file with the Missouri department of revenue an agreement as provided in subsection 6 of this section or withhold Missouri income tax[. The amount of Missouri income tax to be withheld is determined by multiplying the amount of dividends or undistributed income allocable to Missouri that is paid or credited] as provided in subsection 7 of this section. An S corporation that timely files an agreement as provided in subsection 6 of this section with respect to a nonresident shareholder [during the taxable year by the highest rate used to determine a Missouri income tax liability for an individual, except that the amount of the tax withheld may be determined based on withholding tables provided by the director of revenue if the shareholder submits a Missouri withholding allowance certificate] for a taxable year shall be considered to have timely filed such an agreement for each subsequent taxable year. An S corporation that does not timely file such an agreement for a taxable year shall not be precluded from timely filing such an agreement for subsequent taxable years. An S corporation is not required to deduct and withhold Missouri income tax for a nonresident shareholder if:

     (1) The nonresident shareholder not otherwise required to file a return elects to have the Missouri income tax due paid as part of the S corporation's composite return;

     (2) The nonresident shareholder not otherwise required to file a return had Missouri assignable federal adjusted gross income from the S corporation of less than twelve hundred dollars;

     (3) The S corporation is liquidated or terminated;

     (4) Income was generated by a transaction related to termination or liquidation; or

     (5) No cash or other property was distributed in the current and prior taxable year.

     6. The election referred to in subdivision (1) of subsection 5 of this section is an agreement by a nonresident partner of the S corporation:

     (1) To file a return in accordance with the provisions of section 143.481 and to make timely payment of all taxes imposed on the partner by this state with respect to income of the S corporation; and

     (2) To be subject to personal jurisdiction in this state for purposes of the collection of income taxes, together with related interest and penalties, imposed on the partner by this state with respect to the income of the S corporation.

The agreement will be considered timely filed for the taxable year, and for all subsequent taxable years, if it is filed at or before the time the annual return for such taxable year is required to be filed pursuant to section 143.511.

     7. The amount of Missouri income tax to be withheld referred to in subdivision (2) of subsection 5 of this section shall be determined by multiplying the amount of dividends or undistributed income allocable to Missouri that is paid or credited to a nonresident shareholder during the taxable year by the highest rate used to determine a Missouri income tax liability for an individual, except that the amount of the tax withheld may be determined based on withholding tables provided by the director of revenue if the shareholder submits a Missouri withholding allowance certificate.

     [6.] 8. An S corporation shall be entitled to recover for a shareholder on whose behalf a tax payment was made pursuant to this section, if such shareholder has no tax liability.

     347.015. As used in sections 347.010 to 347.187, the following terms mean:

     (1) "Articles of organization", the articles referred to in section 347.039, filed with the secretary for the purpose of forming a limited liability company, as the same may be amended or restated from time to time as provided in sections 347.010 to 347.187;

     (2) "Authorized person", manager, or member, if management of the limited liability company is vested in the members;

     (3) "Bankruptcy", the entry of an order for relief by the court in a proceeding under the United States Bankruptcy Code, Title 11, U.S.C., as amended, or its equivalent under a state insolvency act or a similar law of other jurisdictions;

     (4) "Business" includes every trade, occupation or profession;

     (5) "Contribution", cash, other property, the use of property, services rendered, a promissory note or other binding obligation to contribute cash or property or perform services or any other valuable consideration transferred by a person to the limited liability company as a prerequisite for membership in the limited liability company and any subsequent transfer to the limited liability company by a person in his capacity as a member;

     (6) "Court" includes every court and judge having jurisdiction in the case;

     (7) "Domestic limited liability company" or "limited liability company", a limited liability company organized and existing under sections 347.010 to 347.187;

     (8) "Event of withdrawal", an event that causes a person to cease to be a member as provided in section 347.123;

     (9) "Foreign limited liability company", a limited liability company formed under the laws of any jurisdiction other than the state of Missouri;

     (10) ["Limited liability company", a legal entity that is an unincorporated organization having two or more members, and that is organized pursuant to or is subject to this chapter;

     (11)] "Manager", with respect to a limited liability company whose articles of organization state that management of the limited liability company is vested in one or more managers, the person or persons designated, appointed or elected as such in the manner provided in subsection 2 of section 347.079;

     [(12)] (11) "Member", any person that signs in person or by an attorney in fact, or otherwise is a party to the operating agreement at the time the limited liability company is formed and is identified as a member in that operating agreement and any person who is subsequently admitted as a member in a limited liability company in accordance with sections 347.010 to 347.187 and the operating agreement, until such time as an event of withdrawal occurs with respect to such person;

     [(13)] (12) "Member's interest", a member's share of the profits and losses of a limited liability company and the right to receive distributions of limited liability company assets;

     [(14)] (13) "Operating agreement", any valid agreement or agreements, written or oral, among all members, concerning the conduct of the business and affairs of the limited liability company and the relative rights, duties and obligations of the members and managers, if any;

     [(15)] (14) "Organizer", any of the signers of the initial articles of organization;

     [(16)] (15) "Person" includes individuals, partnerships, domestic or foreign limited partnerships, domestic or foreign limited liability companies, domestic or foreign corporations, trusts, business trusts, employee stock ownership trusts, real estate investment trusts, estates and other associations [or], business or not-for-profit entities [or any other legal entity];

     [(17)] (16) "Real property" includes land, any interest, leasehold or estate in land and any improvements thereon;

     [(18)] (17) "Secretary", the secretary of state for the state of Missouri and its delegates responsible for the administration of sections 347.010 to 347.187;

     [(19)] (18) "Surviving entity", the surviving or resulting person pursuant to a merger or consolidation in which one or more domestic limited liability companies are parties.

     347.020. The name of each limited liability company as set forth in its articles of organization:

     (1) Shall contain the words "limited company" or "limited liability company" or the abbreviation "L.C." or "L.L.C." and shall be the name under which the limited liability company transacts business in this state unless the limited liability company registers another name under which it transacts business as provided under chapter 417, RSMo, or conspicuously discloses its name as set forth in its articles of organization;

     (2) May not contain the word ["association",] "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; and

     (3) 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 this state or licensed or registered as a foreign corporation, limited liability company or limited partnership in this state, unless:

     (a) Such other holder of a reserved or registered name consents to such use in writing and files appropriate documentation to the secretary to change its name to a name that is distinguishable upon the records of the secretary from the name of the applying limited liability company; or

     (b) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state is filed with the secretary.

     347.037. 1. Any person, whether or not a member or manager, may form a limited liability company by signing and filing articles of organization for such limited liability company with the secretary.

     2. A limited liability company is formed when the articles of organization are filed with the secretary or on a later date set forth in the articles of organization, not to exceed ninety days from the filing date. If the articles of organization, as delivered to the secretary, do not substantially conform to the filing provisions of sections 347.010 to 347.187, the secretary shall return the articles of organization to the person so filing the articles of organization with a statement setting forth the nonconformity.

     3. Each copy of the articles of organization stamped "filed" and marked with the filing date is conclusive evidence that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been legally organized and formed under sections 347.010 to 347.187 and is notice for all purposes of all other facts required to be set forth therein.

     4. A limited liability company may not transact business or incur indebtedness, except that which is incidental to its organization or to obtaining subscriptions for or payment of contributions, until the articles of organization have been filed with the secretary or until the formation date specified in the articles of organization. Persons engaged in prefiling activities other than those described in the preceding sentence shall be jointly and severally liable except as provided in this section for any debts or liabilities incurred in the course of those activities. This section shall not be interpreted to invalidate any debts, contracts, or liabilities of the limited liability company incurred solely on behalf of a limited liability company to be formed, nor shall it be interpreted to impose personal liability on the persons incurring such debts, contracts or liabilities solely on behalf of the limited liability company to the extent so disclosed or to the extent such debts, contracts or liabilities provide otherwise.

     347.039. 1. The articles of organization shall set forth:

     (1) The name of the limited liability company;

     (2) The purpose or purposes for which the limited liability company is organized, which may be stated to be, or to include, the transaction of any or all lawful business for which a limited liability company may be organized under sections 347.010 to 347.187;

     (3) The address, including street and number, if any, of the registered office and the name of the registered agent at such office;

     (4) If management of the limited liability company is vested in one or more managers, a statement to that effect;

     (5) The latest date on which the limited liability company is to dissolve; and

     (6) [The right, if any, of the remaining members to continue the business and affairs of the limited liability company upon an event of withdrawal of a member; and

     (7)] The name and address of each organizer.

     2. The articles of organization may set forth any other provision, not inconsistent with law or sections 347.010 to 347.187, which are in the operating agreement of the limited liability company.

     347.081. 1. The member or members of a limited liability company shall adopt an operating agreement containing such provisions as [they] such member or members may deem appropriate, subject only to the provisions of sections 347.010 to 347.187 and other law. The operating agreement may contain any provision, not inconsistent with law, relating to the conduct of the business and affairs of the limited liability company, its rights and powers, and the rights, powers and duties of its members, managers, agents or employees, including:

     (1) Whether the management of the limited liability company shall be vested in one or more members, managers or other persons, and, if so, the powers and authority to be exercised by such persons;

     (2) Providing for classes or groups of members having various rights, powers and duties, and providing for the future creation of additional classes or groups of members having relative rights, powers and duties superior or equal to existing classes and groups of members;

     (3) The exercise or division of management or voting rights among different classes or groups of members, managers or other persons on a per capita or other basis;

     (4) With respect to any matter requiring a vote, approval or consent of members or managers, provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, waiver of notice, action by consent without a meeting, quorum requirements, authorizations by proxy, or any other matter with respect to the exercise of any voting or approval rights;

     (5) Authorizing all or certain persons to execute articles, notices or documents permitted or required by sections 347.010 to 347.187;

     (6) Restrictions on the transfer of members' interests in the limited liability company, and options or rights to acquire or sell members' interests in the limited liability company;

     (7) The manner in which income, gain, deduction, loss, credit and items thereof are to be allocated to the members; and

     (8) Provisions relating to any tax elections to be made by the limited liability company and the authorization of persons to make such elections.

     2. The operating agreement shall be enforceable at law or in equity by any member to the extent provided in applicable law; except that a member's agreement or consent to continue the business or affairs of the limited liability company upon an event of withdrawal of another member shall be subject to the remedy of specific performance, if otherwise available, only if:

     (1) The member's approval or consent to continue the business or affairs of the limited liability company upon an event of withdrawal of a member is set forth in both the articles of organization and the operating agreement; or

     (2) Such member's approval or consent is obtained after the event of withdrawal of such other member.

     3. This section shall not affect any otherwise valid agreement among members of a limited liability company.

     347.103. 1. If a limited liability company dissolves and winds up its business and affairs as a result of an event of withdrawal of a member, then, except as otherwise provided in the operating agreement, such member and his personal representatives, successors and assigns shall have the rights of an assignee of the withdrawn member's interest in the limited liability company to receive distributions with respect to such interest during and upon completion of winding up, but the limited liability company may, in addition to any remedies otherwise available under applicable law, reduce the amounts distributable with respect to such interest by any damages recoverable against the withdrawn member if such event of withdrawal violated the operating agreement.

     2. If the business of a limited liability company is continued following an event of withdrawal of a member, then, except as otherwise provided in the operating agreement, such member shall have the rights of an assignee of the withdrawn member's interest in the limited liability company. The withdrawn member shall be entitled to receive any distributions to which he is entitled upon such event of withdrawal under the provisions of the operating agreement. If the operating agreement does not provide for the amount of or a method for determining the distribution, if any, to which a withdrawn member is entitled, the withdrawn member shall be entitled, except in the case of an event of withdrawal pursuant to subsection 2 of section 347.123, to receive from limited liability company[, within a reasonable time after the] upon demand therefor made by or on behalf of such withdrawn member within one hundred eighty days after such event of withdrawal[,] and subject to the limitation set forth in section 347.109, the fair value of [his] such withdrawn member's interest in the limited liability company as of the date of withdrawal based upon his right to share in distributions from the limited liability company[, but] as an ongoing operation. If such demand is not made on a timely basis, the limited liability company thereafter, except to the extent provided in the operating agreement, may purchase the withdrawn member's interest in the limited liability company, for the fair value of such withdrawn member's interest in the limited liability company as of the date of withdrawal based upon such withdrawn member's right to share in distributions from the limited liability company as an ongoing operation, at any time, upon thirty days' written notice from the limited liability company to the withdrawn member, his personal representatives, successors or assigns. In any event, if such event of withdrawal violated the operating agreement:

     (1) The goodwill of the limited liability company's business shall be excluded in determining the fair value of the withdrawn member's interest; and

     (2) In addition to any remedies otherwise available under applicable law, the amount payable to the withdrawn member shall be reduced by any damages suffered by the limited liability company or its members as a result of the withdrawn member's breach of the operating agreement[; and

     (3) The limited liability company may defer payment of the amount the withdrawn member is entitled to receive for such period, and shall secure the same by such collateral, as may be approved by a court, in order to prevent unreasonable hardship to the limited liability company].

     347.109. 1. A limited liability company shall not make any distribution to one or more members with respect to their interests in the limited liability company, and no member shall be entitled to receive any such distribution, to the extent that, after giving effect to the distribution:

     (1) The limited liability company would not be able to pay its debts as they became due in the usual course of business; or

     (2) The limited liability company's total assets would be less than the sum of its total liabilities to which such assets are subject plus, unless the operating agreement provides otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of members whose rights to receive distributions are superior under the operating agreement to the rights of the members receiving the distribution, except that, for purposes of making such determination, liabilities to members or former members in their status as such shall be excluded.

     2. The limited liability company may base a determination that its distribution is not prohibited under subsection 1 of this section on:

     (1) Financial statements prepared on the basis of generally accepted accounting principles and practices that are reasonable under the circumstances; or

     (2) A fair valuation or other method that is reasonable under the circumstances.

     3. The effective distribution under subsection 1 of this section is measured as of:

     (1) The date the distribution is authorized, if the distribution in fact occurs within one hundred twenty days after the date of authorization; or

     (2) The date the payment is made, if it occurs more than one hundred twenty days after the date of authorization.

     4. If a member shall receive any distribution with respect to his interest in a limited liability company in violation of this section or the operating agreement, such member and the person or persons who are vested with authority under the operating agreement to make distributions to the members and who knowingly authorized or permitted such distribution to the member shall be liable, for a period of three years following the date of the distribution, to the limited liability company for the value of the wrongful distribution, but only to the extent necessary to discharge the limited liability company's liabilities incurred prior to the date of such distribution. If more than one such person who authorized or permitted such wrongful distribution is held liable therefor pursuant to this subsection, each such person shall be entitled to contribution from the other persons who are held so liable therefor pursuant to this subsection.

     347.121. 1. A member may withdraw from a limited liability company at the time or upon the events specified in writing in the operating agreement, or at any time upon giving ninety days' prior written notice of withdrawal to the other members but, if the withdrawal violates a written provision in the operating agreement, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement and offset the damages against the amount otherwise distributable to the withdrawing member in accordance with section 347.103.

     2. Except as otherwise provided in the operating agreement, upon the occurrence of an event of withdrawal of a member, the withdrawn member shall have no further duty to the limited liability company except for the duty to account to the limited liability company for any profit or benefit derived by such person without the informed consent of more than one-half by number of disinterested managers or members from any transaction connected with the conduct of the business and affairs of the limited liability company prior to the event of withdrawal, or from any personal use by such person of the property of the limited liability company, including confidential or proprietary information of the limited liability company or other matters entrusted to him as a result of such member's status as a manager or member. Except as otherwise provided in the operating agreement, upon the withdrawal of a member, the withdrawn member shall have no further right to participate in the management and affairs of the limited liability company and shall have only the rights of an assignee of the withdrawn member's interest in limited liability company.

     347.125. 1. A general or limited partnership formed under the laws of this state may convert to a limited liability company by filing articles of organization that meet the requirements of section 347.039 and include the following:

     (1) The name of the former general partnership or limited partnership; [and]

     (2) In the case of a limited partnership the date and place of filing of the initial certificate of [partnership or certificate of] limited partnership of the former [general] limited partnership [or limited partnership.]; and

     (3) In the case of a general partnership, the date of filing of any fictitious name registration of the former general partnership.

     2. Nothing in this section shall be construed to require, or deemed to constitute, a dissolution of the general partnership or limited partnership prior to its conversion to a limited liability company as permitted in this section.

     3. When a general partnership or limited partnership is converted to a limited liability company pursuant to this section, the title to any real or personal property or any interest therein and all rights, privileges, powers, debts, causes of action vested in the former partnership shall be deemed to be transferred to and vested in such limited liability company without further act or deed. Confirmatory deeds, assignments or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the partnership to the limited liability company.

     4. When a general partnership or limited partnership is converted to a limited liability company pursuant to this section, all duties, debts, liens, liabilities and rights of creditors as against the former partnership and its partners shall continue without impairment and shall attach to the limited liability company. Any existing claim, action or proceeding pending by or against the partnership or its partners may be prosecuted to judgment as if the conversion had not taken place, or against the limited liability company to the same extent as if such duties, debts, liens and liabilities had been incurred or contracted by it. A judgment against the partnership constitutes a lien against the limited liability company and may be enforced against the limited liability company.

     5. In the case of a conversion of a general or limited partnership to a limited liability company pursuant to this section, the fictitious name registration or certificate of limited partnership of the general or limited partnership shall be deemed canceled by the filing of the articles of organization with the secretary of state pursuant to this section.

     347.128. Each limited liability company party to a merger or consolidation as described in subsection 1 of section 347.121 shall enter into a written agreement of merger or consolidation. The agreement of merger or consolidation shall set forth:

     (1) The name and state or country of organization of each of the limited liability companies party to the merger or consolidation and the name of the surviving limited liability company into which each other limited liability company proposes to merge or the new limited liability company into which each the limited liability companies propose to consolidate;

     (2) The terms and conditions of the merger or consolidation;

     (3) The manner and basis of converting the interests in each limited liability company party to the merger or consolidation into interests of the surviving or new limited liability company or of any other person, or, in whole or in part, into cash or other property;

     (4) In the case of a merger, such amendments to the organizational documents of the surviving limited liability company, as are desired to be effected by the merger, or a statement that no such amendments are desired;

     (5) In the case of a consolidation, all statements required to be set forth in the articles of organization of the new limited liability company; and

     (6) Such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable by the parties to the merger or consolidation.

     347.129. 1. The surviving [entity] limited liability company in the merger or the new limited liability company in the consolidation shall file a notice of the merger or consolidation with the secretary which shall set forth:

     (1) The name of each party to the merger or consolidation;

     (2) The effective date of the merger or consolidation [if later than the date of filing of the articles of termination] which may not exceed ninety days after the filing of the notice of merger or consolidation;

     (3) The name of the surviving [entity] limited liability company in the merger or the new limited liability company in the consolidation and the state of its formation; [and]

     (4) A statement that the merger or consolidation was authorized and approved by the members[, partners, shareholders, or their equivalent,] of each party to the merger or consolidation in accordance with the laws of the jurisdiction where it was organized[.];

     (5) If applicable, the address of the registered office and the name of the registered agent at such office for the surviving or new limited liability company;

     (6) In the case of a merger in which a domestic limited liability company is the surviving entity, such amendments to the articles of organization of the surviving limited liability company, as are desired to be effected by the merger, or, if no such amendments or changes are desired, a statement that the articles of organization of the surviving limited liability company shall not be amended as a result of the merger;

     (7) In the case of a consolidation in which a domestic limited liability company is the continuing limited liability company, the articles of organization of the new domestic limited liability company shall be set forth in an attachment to the notice of consolidation;

     (8) A statement that the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or new limited liability company, stating the address thereof; and

     (9) A statement that a copy of the agreement of merger or consolidation will be furnished by the surviving or new entity, on request and without cost, to any member of any entity that is a party to the merger or consolidation.

     2. The notice of the merger or consolidation shall be executed by at least one authorized person of the domestic limited liability company and one authorized agent, or its equivalent, for the other party to the merger or consolidation who is duly authorized to execute such notice.

     3. In the event the merger or consolidation is not consummated for any reason, the domestic limited liability company shall promptly file a notice of the abandonment of the merger or consolidation with the secretary which shall set forth:

     (1) The name of each party to the merger or consolidation;

     (2) The date the notice of merger or consolidation was filed with the secretary; and

     (3) A statement that the merger or consolidation was not consummated and has been abandoned.

     [4. A domestic limited liability company that is not the surviving entity shall file articles of termination in the manner provided in section 347.045, which shall have an effective date not later than the effective date of the merger or consolidation.]

     347.133. Consummation of a merger or consolidation shall have the following effects:

     (1) The separate existence of each party to the merger or consolidation, except the surviving entity, ceases;

     (2) The assets of each party to the merger or consolidation, including any legacies that it would have been capable of taking, transfer to, vest in and devolve on the surviving entity without further act or deed. Confirmatory deeds, assignments or similar instruments to evidence the transfer may be executed and delivered at any time in the name of the transferring party to the agreement of merger or consolidation by its last acting members or managers, authorized officers or other authorized agents or by the appropriate members, managers, authorized officers or other authorized agents of the surviving entity;

     (3) The surviving entity is liable for all the debts and obligations of each nonsurviving party to the merger or consolidation. Any existing claim, action or proceeding pending by or against any nonsurviving party to the merger or consolidation may be prosecuted to judgment as if the merger or consolidation had not taken place, or, on motion of the surviving entity or any party, the surviving entity may be substituted as a party to the claim, action or proceeding. A judgment against the nonsurviving party to the merger or consolidation constitutes a lien on the surviving entity; [and]

     (4) A merger or consolidation does not impair the rights of creditors or any liens on the property of any foreign or domestic person party to the merger or consolidation[.];

     (5) In the case of a merger, the articles of organization of any surviving domestic limited liability company shall be amended to the extent provided in the notice of merger and the articles of organization, of each other domestic limited liability company shall be deemed canceled by the filing of the notice of merger with the secretary of state;

     (6) In the case of a consolidation, the statements set forth in the agreement or articles of consolidation and which are required or permitted to be set forth in the organizational documents of the new entity shall be deemed to be the original organizational documents of the new entity and the organizational documents of each other domestic constituent entity shall be deemed canceled by the filing of the notice of merger with the secretary of state; and

     (7) The interests in each limited liability company party to the merger or consolidation that are to be converted or exchanged into interests, cash, obligations or other property under the terms of the agreement of merger or consolidation shall be so converted. The former holders thereof shall be entitled only to the rights provided in the agreement of merger or consolidation or the rights otherwise provided by law.

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

     (1) At the time or upon the happening of the events specified in the operating agreement or in the articles of organization;

     (2) Upon the written consent of all members;

     (3) Except as otherwise provided in the operating agreement, an event of withdrawal of a member, [unless there is at least one remaining member of the limited liability company and the business of the limited liability company is continued either under a right to continue stated in the articles of organization and in the operating agreement, or by agreement or consent of all] if a majority, by number, of the remaining members agree within ninety days after the occurrence of the event of withdrawal to dissolve the limited liability company;

     (4) An the occurrence of an event of withdrawal with respect to the sole remaining member;

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

     [(5)] (6) When the limited liability company is not the surviving entity in a merger or consolidation.

     2. As soon as possible following the occurrence of any of the events specified in subdivisions (1) to (4) of subsection 1 of this section effecting the dissolution of the limited liability company, the limited liability company shall file a notice of winding up with the secretary which discloses the dissolution of the limited liability company and the commencement of winding up of its business and affairs.

     347.141. 1. A dissolved limited liability company may dispose of the known claims against it in accordance with subsections 1 and 2 of this section. The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must do all of the following:

     (1) Describe information that must be included in a claim;

     (2) Provide a mailing address where a claim may be sent;

     (3) State the deadline, which may not be fewer than ninety days from the effective date of the written notice, by which the dissolved limited liability company must receive the claim; and

     (4) State that the claim will be barred if not received by the deadline.

     2. Notwithstanding other provisions of law, including laws regarding permissibility of third-party claims, to the contrary, a claim against a limited liability company dissolved without fraudulent intent is barred if either of the following occurs:

     (1) A claimant who was given written notice under subsection 1 of this section does not deliver the claim to the dissolved limited liability company by the deadline; or

     (2) A claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within one hundred and twenty days from the effective date of the rejection notice. For purposes of this subsection, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

     3. A dissolved limited liability company may dispose of the unknown claims against it by filing a notice of winding up in accordance with subsections 3 and 4 of this section. The notice of winding up shall meet all of the following requirements:

     (1) Contain a request that persons with claims against the limited liability company present them in accordance with the notice of winding up;

     (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

     (3) State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.

     4. Notwithstanding other provisions of law, including laws regarding permissibility of third-party claims, to the contrary, if a limited liability company dissolved without fraudulent intent files a notice of winding up in accordance with subsection 3 of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved [corporation] company within three years after the date the notice of winding up is filed:

     (1) A claimant who did not receive written notice under subsection 1 of this section;

     (2) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on; or

     (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

     5. A claim may be enforced under this section in either of the following ways:

     (1) Against the dissolved limited liability company, to the extent of its undistributed assets; or

     (2) If the assets have been distributed in liquidation, against a member of the dissolved limited liability company to the extent of the member's pro rata share of the claim or the limited liability company assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section shall not exceed the total amount of assets distributed to the member in liquidation.

     6. For purposes of this section, "fraudulent intent" shall be established if it is shown that the sole or primary purpose of the dissolution was to defraud members, creditors or others.

     347.187. 1. A limited liability company created pursuant to sections 347.010 to 347.187 or entering the state pursuant to sections 347.010 to 347.187 and its authorized persons, or their equivalent, shall have the duty to withhold and pay such taxes as are imposed by the laws of this state or any political subdivision thereof on a basis consistent with such limited liability company's classification [as a partnership or association, as the case may be,] pursuant to Section 7701 of the Internal Revenue Code of 1986, as amended.

     2. Solely for the purposes of chapter 143, RSMo, chapter 144, RSMo, and chapter 288, RSMo, a limited liability company classified as a partnership for federal income tax purposes shall be deemed to be and treated as a partnership and its members shall be deemed to be and treated as partners and a limited liability company classified as an association for federal income tax purposes shall be deemed to be and treated as a corporation and its authorized persons shall be deemed to be and treated as officers or directors and its members as shareholders.

     347.700. 1. A merger or consolidation solely between any two or more domestic corporations or one or more domestic corporations and one or more foreign corporations shall be governed by and subject to chapter 351 or 355, RSMo, as is applicable.

     2. A merger or consolidation solely between any two or more domestic limited partnerships or one or more domestic limited partnerships and one or more foreign limited partnerships shall be governed by and subject to section 359.165, RSMo.

     3. A merger or consolidation solely between any two or more domestic limited liability companies or one or more domestic limited liability companies and one or more foreign limited liability companies shall be governed by sections 347.127 to 347.133.

     4. A business combination involving any resident domestic corporation and any interested shareholder of such resident domestic corporation shall be governed by and subject to section 351.459, RSMo.

     5. Subject to the provisions of this section, any merger or consolidation between one or more domestic corporations and any one or more constituent entities at least one of which is not a corporation, one or more domestic general partnerships and any one or more constituent entities at least one of which is not a general partnership, one or more domestic limited partnerships and any one or more constituent entities at least one of which is not a limited partnership, one or more domestic limited liability partnerships and any one or more constituent entities at least one of which is not a limited liability partnership, one or more domestic limited liability limited partnerships and any one or more constituent entities at least one of which is not a limited liability limited partnership, or one or more domestic limited liability companies and any one or more constituent entities at least one of which is not a limited liability company shall be governed by and subject to the provisions of sections 347.700 to 347.735.

     347.705. As used in sections 347.700 to 347.735, the following terms mean:

     (1) "Constituent entity", each person that is a party to a merger or consolidation subject to sections 347.700 to 347.735;

     (2) "New entity", the person into which constituent entities consolidate, as identified in the agreement of consolidation or articles of consolidation provided for in sections 347.700 to 347.735;

     (3) "Organizational document", with respect to a corporation, its articles of corporation or their equivalent, with respect to a general partnership, its fictitious name registration or its equivalent, with respect to a limited partnership, its certificate of limited partnership or its equivalent, with respect to a limited liability company, its articles of organization or their equivalent, with respect to a limited liability partnership, its registration as a limited liability partnership or its equivalent, with respect to a limited liability limited partnership, its certificate of limited partnership and its registration as a limited liability limited partnership or their equivalent, and with respect to any other type of person, the documents, if any, necessary to form and organize such person under the laws of the jurisdiction under which such person was or is formed and organized;

     (4) "Person", a domestic or foreign general partnership, limited partnership, limited liability company, corporation, trust, business trust, real estate investment trust and other association or business entity;

     (5) "Surviving entity", the constituent entity surviving a merger, as identified in the agreement of merger or articles of merger provided for in sections 347.700 to 347.735.

     347.710. Subject to the provisions of sections 347.700 to 347.735, any one or more domestic corporations may merge or consolidate into or with any one or more persons at least one of which is not a corporation, any one or more domestic general partnerships may merge or consolidate into or with any one or more persons at least one of which is not a general partnership, any one or more domestic limited partnerships may merge or consolidate into or with any one or more persons at least one of which is not a limited partnership, any one or more domestic limited liability partnerships may merge or consolidate into or with any one or more persons at least one of which is not a limited liability partnership, any one or more domestic limited liability limited partnerships may merge or consolidate into or with any one or more persons at least one of which is not a limited liability limited partnership, and any one or more domestic limited liability companies may merge or consolidate into or with any one or more persons at least one of which is not a limited liability company.

     355.431. 1. Unless otherwise provided in the articles or bylaws, a corporation shall have a chairman or president, or both a chairman and president, a secretary, a treasurer and such other officers as are appointed by the board. In addition to other matter, the articles or bylaws may provide for the direct election of officers of the corporation by the members.

     2. The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.

     3. The same individual may simultaneously hold more than one office in a corporation.

     358.150. 1. Except as provided in subsection 2 of this section, all partners are liable jointly and severally for everything chargeable to the partnership pursuant to sections 358.130 and 358.140, and for all other debts and obligations of the partnership. Any partner may enter into a separate obligation to perform a partnership contract.

     2. Subject to subsection 3 of this section, no partner in a registered limited liability partnership shall be liable or accountable, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for any debts, obligations and liabilities of, or chargeable to, the partnership, or each other, whether in tort, contract or otherwise, which are incurred, created or assumed by such partnership while the partnership is a registered limited liability partnership.

     3. Subsection 2 of this section shall not affect the liability of a partner in a registered limited liability partnership for the partner's own negligence, wrongful acts, omissions, misconduct or malpractice or that of any person under the partner's direct supervision and control or the partner's liability for any taxes or fees administered by the department of revenue pursuant to chapter 143, 144 or 301, RSMo, and any liabilities owed as determined by the division of employment security, pursuant to chapter 288, RSMo, and any local taxes provided for in section 32.087, RSMo.

     4. A partner is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages or enforce obligations arising out of acts, omissions, malpractice or misconduct of the type described in subsection 2 of this section, unless the partner is personally liable pursuant to subsection 1 or 3 of this section.

     5. A registered limited liability partnership may sue and be sued in its own name.

     6. Venue of claims against registered limited liability partnerships shall be controlled pursuant to section 508.010, RSMo, and, for purposes of venue, a registered limited liability partnership shall be deemed to be a citizen and resident of the county in which it has any office or agent for the transaction of its usual and customary business activities or in which its registered office or registered agent is located.

     7. Service of process upon a registered limited liability partnership may be had by delivering a copy of the summons and petition to the partnership's registered agent, a partner, managing or general agent or by leaving the copies at any business office of the registered limited liability partnership with the person having charge thereof.

     8. No promise by a partner to make a contribution to a registered limited liability partnership is enforceable unless set out in writing and signed by the partner. A partner's obligation to make a contribution shall not be enforceable by a third-party creditor of the registered limited liability partnership or any other partner unless the partner so obligated to make such contribution has specifically agreed or consented to such enforcement or the registered limited liability partnership has assigned such member's obligation to the creditor or creditors seeking to enforce the obligation.

     358.261. 1. A registered limited liability partnership shall not make any distribution to one or more partners with respect to their interests in the registered limited liability partnership, and no partner shall be entitled to receive any such distribution, to the extent that, after giving effect to the distribution:

     (1) The registered limited liability partnership would not be able to pay its debts as they became due in the usual course of business; or

     (2) Except with respect to a registered limited liability partnership the principal purpose of which is the performance of services, the registered limited liability partnership's total assets would be less than the sum of its total liabilities to which such assets are subject plus, unless the partnership agreement provides otherwise, the amount that would be needed, if the registered limited liability partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of partners whose rights to receive distributions are superior under the operating agreement to the rights of the partners receiving the distribution, except that, for purposes of making such determination, liabilities to partners or former partners in their status as such shall be excluded.

     2. The registered limited liability partnership may base a determination that its distribution is not prohibited under subsection 1 of this section on:

     (1) Financial statements prepared on the basis of generally accepted accounting principles and practices that are reasonable under the circumstances; or

     (2) A fair valuation or other method that is reasonable under the circumstances.

     3. The effective distribution under subsection 1 of this section is measured as of:

     (1) The date the distribution is authorized, if the distribution in fact occurs within one hundred twenty days after the date of authorization; or

     (2) The date the payment is made, if it occurs more than one hundred twenty days after the date of authorization.

     4. If a partner shall receive any distribution with respect to his interest in a registered limited liability partnership in violation of this section or the operating agreement, such partner and the person or persons who are vested with authority under the operating agreement to make distributions to the partners and who knowingly authorized or permitted such distribution to the partner shall be liable, for a period of three years following the date of the distribution, to the registered limited liability partnership for the value of the wrongful distribution, but only to the extend of the amount necessary to discharge the registered limited liability partnership's liabilities incurred prior to the date of such distribution. If more than one such person who authorized or permitted such wrongful distribution is held liable therefor pursuant to this subsection, each such person shall be entitled to contribution from the other persons who are held so liable therefor pursuant to this subsection.

     358.371. 1. A dissolved partnership may dispose of the known claims against it in accordance with subsections 1 and 2 of this section. The dissolved partnership shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must do all of the following:

     (1) Describe information that must be included in a claim;

     (2) Provide a mailing address where a claim may be sent;

     (3) State the deadline, which may not be fewer than ninety days from the date of the written notice, by which the dissolved partnership must receive the claim; and

     (4) State that the claim will be barred if not received by the deadline.

     2. Notwithstanding other provisions of law, including laws regarding permissibility of third-party claims, to the contrary, a claim against a partnership dissolved without fraudulent intent is barred if either of the following occurs:

     (1) A claimant who was given written notice under subsection 1 of this section does not deliver the claim to the dissolved partnership by the deadline; or

     (2) A claimant whose claim was rejected by the dissolved partnership does not commence a proceeding to enforce the claim within one hundred twenty days from the date of the rejection notice.

For purposes of this subsection, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

     3. A dissolved partnership may dispose of the unknown claims against it by filing a notice of winding up in accordance with subsections 3 and 4 of this section. The notice of winding up shall meet all of the following requirements:

     (1) Contain a request that persons with claims against the partnership present them in accordance with the notice of winding up;

     (2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

     (3) State that a claim against the partnership will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.

     4. Notwithstanding other provisions of law, including laws regarding permissibility of third-party claims, to the contrary, if a partnership dissolved without fraudulent intent files a notice of winding up in accordance with subsection 3 of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved partnership within three years after the date the notice of winding up is filed:

     (1) A claimant who did not receive written notice under subsection 1 of this section;

     (2) A claimant whose claim was timely sent to the dissolved partnership but not acted on; or

     (3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

     5. A claim may be enforced under this section in either of the following ways:

     (1) Against the dissolved partnership, to the extent of its undistributed assets; or

     (2) If the assets have been distributed in liquidation, against a partner of the dissolved partnership to the extent of the partner's pro rata share of the claim or the partnership assets distributed to the partner in liquidation, whichever is less, but a partner's total liability for all claims under this section shall not exceed the total amount of assets distributed to the partner in liquidation.

     6. For purposes of this section, "fraudulent intent" shall be established if it is shown that the sole or primary purpose of the dissolution was to defraud partners, creditors or others.

     358.520. A domestic partnership may merge or consolidate with or into one or more general partnerships or domestic or foreign limited partnerships, limited liability companies, trusts, business trusts, corporations, real estate investment trusts and other associations or business entities as provided in sections 347.700 to 347.735, RSMo.

     359.011. As used in this chapter, the following terms mean:

     (1) "Certificate of limited partnership", the certificate referred to in section 359.091, and the certificate as amended or restated;

     (2) "Contribution", any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner;

     (3) "Event of withdrawal of a general partner", an event that causes a person to cease to be a general partner as provided in section 359.241;

     (4) "Foreign limited partnership", a partnership formed under the laws of any country or of any state other than this state and having as partners one or more general partners and one or more limited partners;

     (5) "General partner", a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner;

     (6) "Limited partner", a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement;

     (7) "Limited partnership" and "domestic limited partnership", a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners;

     (8) "Partner", a limited or general partner;

     (9) "Partnership agreement", any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business;

     (10) "Partnership interest", a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;

     (11) "Person", a natural person, partnership, limited partnership (domestic or foreign), domestic or foreign limited liability company, trust, estate, association, or corporation;

     (12) "State", a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico[.];

     (13) "Registered limited liability limited partnership", a limited partnership complying with section 359.172.

     359.165. 1. Pursuant to an agreement of merger or consolidation, a domestic limited partnership may merge or consolidate with or into one or more limited partnerships formed under the laws of this state or any other jurisdiction, with such limited partnership as the agreement shall provide being the surviving or resulting limited partnership. A domestic limited partnership may merge or consolidate with one or more domestic or foreign general partnerships, limited liability companies, trusts, business trusts, corporations, real estate investment trusts and other associations or business entities at least one of which is not a limited partnership, as provided in sections 347.700 to 347.735, RSMo.

     2. In the case of a merger or consolidation of a domestic limited partnership [that is not the surviving or resulting limited partnership in the merger or consolidation] into one or more limited partnerships, the surviving limited partnership shall file a certificate of [cancellation] merger or consolidation with the secretary of state[, which shall have an effective date not later than the effective date of the merger or consolidation.] setting forth:

     (1) The name of each party to the merger or consolidation;

     (2) The effective date of the merger or consolidation which may not exceed ninety days after the filing of the notice of merger or consolidation;

     (3) The name of the surviving limited partnership in the merger or the new limited partnership in the consolidation and the state of its formation;

     (4) A statement that the merger or consolidation was authorized and approved by the partners of each party to the merger or consolidation in accordance with the laws of the jurisdiction where it was organized;

     (5) If applicable, the address of the registered office and the name of the registered agent at such office for the surviving or new limited partnership;

     (6) In the case of a merger in which a domestic limited partnership is the surviving entity, such amendments or changes to the certificate of limited partnership of the surviving limited partnership, as are desired to be affected by the merger, or, if no such amendments or changes are desired, a statement that the certificate of limited partnership of the surviving limited partnership shall not be amended or changed as a result of the merger;

     (7) In the case of a consolidation in which a domestic limited partnership is the continuing limited partnership, the certificate of limited partnership of the new domestic limited partnership shall be set forth in an attachment to the certificate of consolidation;

     (8) A statement that the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or new limited partnership, stating the address thereof; and

     (9) A statement that a copy of the agreement of merger or consolidation will be furnished by the surviving or new entity, on request and without cost, to any partner or any entity that is a party to the merger or consolidation.

     3. The certificate of merger or consolidation shall be executed by at least one general partner of each domestic limited partnership company and one authorized agent, or its equivalent, for the other party to the merger or consolidation who is duly authorized to execute such notice.

     4. In the case of a merger of a domestic limited partnership into one or more limited partnerships, the certificate of limited partnership of the surviving domestic limited partnership shall be amended to the extent provided in the certificate of merger and the certificates of limited partnership of each other domestic limited partnership entity shall be deemed canceled by the filing of the certificate of merger with the secretary of state.

     [3.] 5. If, following a merger or consolidation of one or more domestic limited partnerships and one or more limited partnerships formed under the laws of any state, the surviving or resulting limited partnership is not a domestic limited partnership, there shall be attached to the [certificate of cancellation] articles of merger or consolidation filed pursuant to [section 359.111 and amendments thereto for each such domestic limited partnership] subsection 2 of this section a certificate executed by the surviving or resulting limited partnership, stating that such surviving or resulting limited partnership may be served with process in this state in any action, suit or proceeding for the enforcement of any obligation of such domestic limited partnership, irrevocably appointing the secretary of state as such surviving or resulting limited partnership's agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to such surviving or resulting limited partnership to the secretary of state.

     [4.] 6. When the [certificate of cancellation] articles of merger or consolidation required by subsection 2 of this section shall have become effective, for all purposes of the laws of this state, all of the rights, privileges, franchises and powers of each of the limited partnerships that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such limited partnerships, as well as all other things and causes of action belonging to each of such limited partnerships shall be vested in the surviving or resulting limited partnership, and shall thereafter be the property of the surviving or resulting limited partnership as they were of each of the limited partnerships that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of this state, in any such limited partnerships, shall not revert or be in any way impaired by reason of this section; but all rights of creditors and all liens upon any property of any of such limited partnerships shall be preserved unimpaired, and all debts, liabilities and duties of each of the limited partnerships that have merged or consolidated shall thenceforth attach to the surviving or resulting limited partnership, and may be enforced against such surviving or resulting limited partnership to the same extent as if such debts, liabilities and duties had been incurred or contracted by such surviving or resulting limited partnership.

     359.172. 1. To become and to continue as a registered limited liability limited partnership, a limited partnership shall, in addition to complying with the requirements of this chapter:

     (1) File an application or a renewal application, as the case may be, as provided in section 358.440, RSMo, of the uniform partnership law of the state of Missouri, as permitted by the limited partnership's partnership agreement or, if the limited partnership's partnership agreement does not provide for the limited partnership's becoming a registered limited liability limited partnership, with the approval by: all general partners, and the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners in each class or group, as appropriate;

     (2) Comply with sections 358.440 to 358.501, RSMo, of the uniform partnership law of the state of Missouri; and

     (3) Have as the last words or letters of its name the words "registered limited liability limited partnership", or the abbreviation "L.L.L.P.", or the designation "LLLP".

     2. In applying sections 358.440 to 358.501, RSMo, of the uniform partnership law of the state of Missouri to a limited partnership:

     (1) An application to become a registered limited liability limited partnership, a renewal application to continue as a registered limited liability limited partnership, a certificate of amendment of an application or a renewal application, or a withdrawal notice of an application or a renewal application shall be executed by at least one general partner of the limited partnership; and

     (2) All references to partners mean general partners only.

     3. If a limited partnership is a registered limited liability limited partnership, its partners who are liable for the debts, liabilities and other obligations of the limited partnership shall have the limitation on liability afforded to partners of registered limited liability partnerships under the uniform partnership law of the state of Missouri.

     359.201. [1. Except as provided in subsection 4 of this section,] A limited partner is not liable for the obligations of a limited partnership [unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the] by reason of being a limited partner and does not become so by participating in the management or control of the business. [However, if the limited partner participates in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

     2. A limited partner does not participate in the control of the business within the meaning of subsection 1 of this section solely by doing one or more of the following:

     (1) Being a contractor for or an agent or employee of the limited partnership or of a general partner, or being an officer, director or shareholder of a general partner that is a corporation;

     (2) Consulting with and advising a general partner with respect to the business of the limited partnership;

     (3) Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;

     (4) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;

     (5) Requesting or attending a meeting of partners;

     (6) Proposing, approving, or disapproving, by voting or otherwise, one or more of the following matters:

     (a) The dissolution and winding up of the limited partnership;

     (b) The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership other than in the ordinary course of its business;

     (c) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;

     (d) A change in the nature of the business;

     (e) The admission or removal of a general partner;

     (f) The admission or removal of a limited partner;

     (g) A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;

     (h) An amendment to the partnership agreement or certificate of limited partnership; or

     (i) Matters related to the business of the limited partnership not otherwise enumerated in this subsection which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners;

     (7) Winding up the limited partnership pursuant to section 359.471; or

     (8) Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.

     3. The enumeration in subsection 2 of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the control of the business of the limited partnership.

     4. A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by section 359.021, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.]

     359.351. Except as provided in sections 359.321 to 359.391, upon withdrawal any withdrawing partner is entitled to receive any distribution to which [he] such partner is entitled under the partnership agreement, and, if not otherwise provided in the partnership agreement, [he is] the withdrawing partner shall be entitled to receive, [within a reasonable time after] at the date the limited partnership is to dissolve as specified in the certificate of limited partnership as in effect at the time of the withdrawal, the fair value of [his] such partner's interest in the limited partnership as of the date of withdrawal based upon [his] such partner's right to share in distributions from the limited partnership; the limited partnership shall pay annually to the withdrawn partner, the maximum lawful rate of interest on the fair value of the withdrawn partner's interest in the limited partnership as so determined; and the limited partnership may purchase the withdrawn partner's interest in the limited partnership, for such fair value, with accrued interest thereon, upon thirty days written notice from the limited partnership to the withdrawn partner.

     484.020. 1. No person shall engage in the practice of law or do law business, as defined in section 484.010, or both, unless he shall have been duly licensed therefor and while his license therefor is in full force and effect, nor shall any association, partnership, limited liability company or corporation, except a professional corporation organized pursuant to the provisions of chapter 356, RSMo, engage in the practice of the law or do law business as defined in section 484.010, or both.

     2. Any person, association, partnership, limited liability company or corporation who shall violate the foregoing prohibition of this section shall be guilty of a misdemeanor and upon conviction therefor shall be punished by a fine not exceeding one hundred dollars and costs of prosecution and shall be subject to be sued for treble the amount which shall have been paid him or it for any service rendered in violation hereof by the person, firm, association, partnership, limited liability company or corporation paying the same within two years from the date the same shall have been paid and if within said time such person, firm, association, partnership, limited liability company or corporation shall neglect and fail to sue for or recover such treble amount, then the state of Missouri shall have the right to and shall sue for such treble amount and recover the same and upon the recovery thereof such treble amount shall be paid into the treasury of the state of Missouri.

     3. It is hereby made the duty of the attorney general of the state of Missouri or the prosecuting attorney of any county or city in which service of process may be had upon the person, firm, association, partnership, limited liability company or corporation liable hereunder, to institute all suits necessary for the recovery by the state of Missouri of such amounts in the name and on behalf of the state.

     Section B. Because immediate action is needed to provide for fair and efficient business regulation, this act is deemed necessary for the immediate preservation of the public health, welfare, peace and safety, and is hereby declared to be an emergency act within the meaning of the constitution, and this act shall be in full force and effect upon its passage and approval.