Missouri § 347.065 - Members deemed to be agents, acts bind company — one or more managers, effect — act in contravention of restriction on authority.
Full text of Missouri Revised Statutes of Missouri § 347.065 — Members deemed to be agents, acts bind company — one or more managers, effect — act in contravention of restriction on authority., with citation guidance and answers to common questions.
§ 347.065. Members deemed to be agents, acts bind company — one or more managers, effect — act in contravention of restriction on authority.
1. Except as provided in subsection 2 of this section, every member is an agent of the limited liability company for the purpose of its business and affairs, and the act of any member, including, but not limited to, the execution of any instrument, for apparently carrying on in the usual way of the business or affairs of the limited liability company of which he is a member binds the limited liability company, unless the member so acting has in fact no authority to act for the limited liability company in the particular matter, and the person with whom he is dealing has knowledge of the fact that the member has no such authority.
2. If the articles of organization provide that management of the limited liability company is vested in one or more managers:
(1) No member, acting solely in his capacity as a member, is an agent of the limited liability company; and
(2) Every manager is an agent of the limited liability company for the purpose of its business and affairs, and the act of any manager for apparently carrying on in the usual way of the business or affairs of the limited liability company of which he is a manager binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom he is dealing has knowledge of the fact that the manager has no such authority.
3. An act of a member or manager which is not apparently for the carrying on the usual way of the business or affairs of the limited liability company does not bind the limited liability company unless authorized in accordance with the terms of the operating agreement, at the time of the transaction or at any other time.
4. No act of a member, manager or other agent of a limited liability company in contravention of a restriction on authority shall bind the limited liability company to persons having knowledge of the restriction.
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(L. 1993 S.B. 66 & 20 § 359.738)
Effective 12-01-93
---- end of effective 01 Dec 1993 ----
Source: official Missouri text · Last verified 2026-08-27
Frequently Asked Questions About Missouri § 347.065
What does Revised Statutes of Missouri § 347.065 cover?
Section 347.065 ("Members deemed to be agents, acts bind company — one or more managers, effect — act in contravention of restriction on authority.") is part of the Revised Statutes of Missouri, the codified statutory law of Missouri. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Missouri § 347.065?
A common citation format is "Revised Statutes of Missouri § 347.065" (Missouri). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Missouri law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Missouri official source linked on this page or consult a licensed Missouri attorney.
How does Missouri § 347.065 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Missouri can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Missouri.