Missouri Revised Statutes













Chapter 347

Limited Liability Companies--Merger and Consolidation of Business Organizations

←347.121

Section 347.123.1

347.125→

August 28, 2015

Cessation of membership, events of withdrawal.

347.123. A person ceases to be a member of a limited liability company

upon the happening of any of the following events of withdrawal:



(1) The member withdraws from the limited liability company as provided

in section 347.121;



(2) Unless otherwise provided in the operating agreement or by the

specific written consent of all members at the time, the member assigns all

of his interest in the limited liability company;



(3) The member is expelled as a member in accordance with the operating

agreement;



(4) Unless otherwise provided in the operating agreement or by the

specific written consent of all members at the time, the member:



(a) Makes an assignment for the benefit of creditors;



(b) Is the subject of a bankruptcy;



(c) Files a petition or answer seeking for himself any reorganization,

arrangement, composition, readjustment, liquidation, or similar relief under

any statute, law or regulation or files an answer or other pleading admitting

or failing to contest the material allegations of a petition filed against

him in a proceeding of such nature; or



(d) 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

property;



(5) Unless otherwise provided in the operating agreement or by the

specific written consent of all members at the time, one hundred twenty days

after the commencement of any proceeding against the member seeking

reorganization, arrangement, composition, readjustment, liquidation,

dissolution or similar relief under any statute, law or regulation, the

proceeding has not been dismissed, or if within ninety days after the

appointment without his consent or acquiescence of a trustee, receiver or

liquidator of the member or of all or any substantial part of his property,

the appointment is not vacated or stayed, or within ninety days after the

expiration of any such stay, the appointment is not vacated;



(6) In the case of a member who is a natural person:



(a) His death; or



(b) The entry by a court of competent jurisdiction adjudicating him

incompetent to manage his person or his estate;



(7) In the case of a member that is a trust, the termination of the trust

or a distribution of its entire interest in the limited liability company but

not merely the substitution of a new trustee;



(8) In the case of a member that is a general or limited partnership, the

dissolution and commencement of winding up of the partnership or a

distribution of its entire interest in the limited liability company;



(9) In the case of a member that is a corporation, the filing of articles

of dissolution, or their equivalent, for the corporation or revocation of its

charter or a distribution of its entire interest in the limited liability

company;



(10) In the case of a member that is an estate, the distribution by the

fiduciary of the estate's entire interest in the limited liability company; or



(11) In the case of a member that is a limited liability company, the

filing of articles of dissolution or termination, or their equivalent, for

the limited liability company or a distribution of its entire interest in the

limited liability company.



(L. 1993 S.B. 66 & 20 § 359.776)



Effective 12-1-93







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