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LLC Mergers & Consolidations

Missouri law specifically addressed when a Limited Liability Company (LLC) may merge into or consolidate with another LLC, either foreign or domestic. A merger is when one or more businesses combines with another business. A consolidation is when two or more businesses combine into a brand new business entity.

Under Missouri law, each party to a merger/consolidation must enter into a detailed written agreement containing the information required in RSMo 347.128. The specific information requested will address how the merged LLC and the surviving LLC’s shares and assets are handled, as well as how the new Operating Agreement will delineate decision-making authority.

In typical business law fashion, the Missouri Secretary of State must receive formal notice of the merger/consolidation for the purpose of apprising the power that be of the status of the businesses. Similarly, new Articles of Organization for the surviving or consolidated LLC will have to be filed. Upon filing of this notice to the Secretary of State, the merger/consolidation is complete, unless you elect to have it take place at a date no later than 90 days after the filing.

Finally, inherent in the merger is the fact that all of the assets, debts, and obligations of each LLC are generally transferred to the new entity. Because of the amount of money that is transferred, and the possible federal and state tax consequences, careful consideration must be given before finalizing a LLC merger.

(Merging/consolidating a LLC with another type of business entity — partnership, corporation, etc. — is handled in a different fashion under Missouri law)

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