LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Missouri

At a glance

Requirements one by one

Mo. Rev. Stat. § 347.015 defines a member's interest as profits, losses, and distributions and makes an “event of withdrawal” the event that ends membership under § 347.123.

Ninety days' notice supplies the fallback withdrawal route

Under Mo. Rev. Stat. § 347.121(1), a member may withdraw at the time or event specified in writing in the operating agreement. Independently, the member may withdraw at any time on 90 days' prior written notice to the other members. The section states no signature, acceptance, LLC-consent, or public-filing condition for that statutory notice.

If withdrawal violates a written operating-agreement provision, the LLC may recover breach damages and offset them against the amount otherwise distributable under § 347.103. This survey does not decide breach, damages, or offset amount.

Missouri has agreement expulsion but no statutory vote or court route

Mo. Rev. Stat. § 347.123(3) makes agreement-based expulsion an event of withdrawal. The Act states no default majority, unanimous-other-member, illegality, complete-transfer, entity-status, or no-cause expulsion vote. It also states no ordinary judicial member-expulsion applicant or grounds.

Full assignment instead ends membership directly unless the operating agreement or specific contemporaneous written consent of all members provides otherwise. Judicial dissolution and its alternative remedies concern the LLC, not a member-expulsion proceeding; the current post-August-28 grounds are in § 347.143.

Insolvency and entity events are broad but partly waivable

The voluntary bankruptcy, creditor-assignment, relief-petition, and consensual trustee/receiver/liquidator events apply unless the agreement or specific all- member written consent at the time changes the result. The same override applies to an undismissed proceeding after 120 days and a nonconsensual appointment not vacated or stayed within 90 days, including the post-stay rule.

Death and incompetency are direct events. Trust termination/full distribution, partnership dissolution and winding up/full distribution, corporation dissolution/charter revocation/full distribution, estate full distribution, and LLC dissolution/termination/full distribution also end status. The list states no separate merger, conversion, or domestication event.

Management ends but one pre-exit duty remains

Under Mo. Rev. Stat. § 347.121(2)-(3), the withdrawn member loses all further management participation and keeps assignee rights. Most LLC duties end unless the agreement says otherwise, but one accounting duty remains for unconsented profit or benefit derived from a pre-exit company transaction or personal use of LLC property, including confidential or proprietary information.

Manager office is separate. § 347.079(2) permits a nonmember manager and makes the agreement govern appointment/removal. Ending membership therefore does not itself state that a separately held manager office ends.

Fair value requires a timely demand

If the LLC continues, Mo. Rev. Stat. § 347.103(2) makes the operating agreement control the exit distribution. If it supplies neither amount nor method, a former member—other than one whose entire interest was assigned—has 180 days after withdrawal to demand fair value. The measure is the distribution share in the LLC as an ongoing operation on the withdrawal date.

If the demand is late, the LLC may still purchase at fair value anytime on 30 days' written notice. For agreement-violating withdrawal, goodwill is excluded, the payment is reduced by LLC/member damages, and a court may approve payment deferral with security to avoid unreasonable hardship. If withdrawal instead causes dissolution, the former member has assignee rights to winding-up distributions, subject to damages reduction.

Records, prior liability, and dissolution remain separate

Section 347.091 grants inspection, business information, and accounting to a current “member” and states no general former-member information route. The LLC retains current and past member/manager lists and written continuation consents. Chapter 347 states no prompt public membership-exit filing.

Under § 347.115(3), an assignor is not released from the contribution and wrongful-distribution liabilities merely because the assignee became a member, absent all-member written consent. Under § 347.137, a majority by number of remaining members may elect dissolution within 90 days after an event of withdrawal. A no-member LLC dissolves unless the representative or agreement- based admission rescue occurs within the applicable 90-day or agreement period.

What trips people up

• The notice route exists even if the agreement lists other events. But a conflicting written term may create breach damages and an offset.
• Full assignment has no fair-value-demand right. Section 347.103(2) excludes the § 347.123(2) event.
• Wrongful exit changes the value mechanics. Goodwill is excluded, damages reduce payment, and court-approved deferral/security may apply.
• One duty survives. The former member must still account for specified unconsented pre-exit benefits.

Common questions

May a Missouri LLC member withdraw without an agreement event?

Yes, on 90 days' prior written notice to the other members, subject to breach consequences if that violates a written agreement term.

Does withdrawal always produce fair value?

No. The agreement controls first, full assignment is excluded, and the former member must make the statutory demand within 180 days.

Can the members expel someone by majority vote?

Not under a default expulsion rule in Chapter 347. The operating agreement must supply expulsion.

What records may a former member inspect?

Chapter 347's general inspection rights are written for current members; it states no separate former-member route.

Statutes and sources

• Mo. Rev. Stat. §§ 347.079, 347.091, and 347.115 — separate manager office, records, assignee economics, and retained liability. Official § 347.079, § 347.091, and § 347.115 (accessed August 30, 2026).
• Mo. Rev. Stat. §§ 347.103 and 347.121-.123 — exit notice, events, duties, management, economics, damages, offset, and fair-value demand. Official § 347.103, § 347.121, and § 347.123 (accessed August 30, 2026).
• Mo. Rev. Stat. § 347.137 — post-withdrawal and no-member dissolution. Official current text (accessed August 30, 2026).