Mo. Rev. Stat. » Chapter 347
Missouri Revised Statutes

Mo. Rev. Stat. § 347.065 (2026)

Members deemed to be agents, acts bind company

✓ laws through the 2026 session (checked Sept. 2026)
Find cases: SyfertCases citing this section MO-REVrevisor.mo.gov Justiaon Justia CornellLII Search CasesGoogle Scholar

  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.

­­--------

(L. 1993 S.B. 66 & 20 § 359.738)

Effective 12-01-93

Notes of Decisions
Cited in 2 cases, 2010–2013 · leading case: Pitman Place Dev., LLC v. Howard Investments, LLC, 330 S.W.3d 519 (Mo. Ct. App. 2010).
Sort: Relevance Newest Treatment
Pitman Place Dev., LLC v. Howard Investments, LLC, 330 S.W.3d 519 (Mo. Ct. App. 2010). · cites it 13× “Pitman first claims that Burghoff lacked authority because executing the *526 loan documents was not “carrying on the usual way of the business or affairs” of Pitman, as required under Section 347.065 RSMo (2000), 2 which regulates limited liability companies.”
Ellis v. Comm'r, 106 T.C.M. 468 (Tax Ct. 2013). “Article II of the operating agreement further stated: "The General Manager shall have full authority to act on behalf of the Limited Liability Company".”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.