LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Missouri

At a glance

Requirements one by one

The operating agreement builds the decision system

Under Mo. Rev. Stat. § 347.081(1)-(4), every LLC adopts an operating agreement, subject to Chapter 347 and other law. It may establish management, current and future classes/groups, per-capita or other voting bases, meeting notice and waiver, no-meeting consent, quorum, proxy authorization, and other voting procedure. Missouri favors freedom of contract and agreement enforceability.

Under § 347.015(2), (10)-(13), (15), an authorized person is a manager or, in a member-managed LLC, a member. A multi-member agreement may be written or oral; a sole member uses a written declaration.

Ordinary action uses a by-number majority

Under § 347.079(1)-(4), more than half by number of the authorized persons decides a company matter unless the agreement or a unanimous category provides otherwise. In a member-managed LLC, that is a member-headcount majority. In a manager-managed company, ordinary management lies with managers.

Every member ordinarily approves written-agreement amendment, interest issuance and admission, merger/consolidation, management-mode change, out-of-purpose/ agreement-contrary/nonusual-course action, and contribution determination or compromise. Those categories do not decide the substantive transaction law.

Chapter 347 has no general meeting code

The Act states no general member-meeting caller, advance notice, waiver, quorum, adjournment, annual-meeting, or record-date default. Section 347.081 instead lets the agreement establish meeting notice, waiver, quorum, proxy, consent, and other voting mechanics.

Remote participation is not separately addressed

The surveyed sections state no conference-call, video, hearing-capable- equipment, remote-presence, voter-identification, or retained-remote-vote rule. The agreement and other applicable law must define any remote process.

Proxy voting depends on the agreement

Section 347.081 permits the agreement to authorize proxies. Chapter 347 does not independently provide default member-proxy authority, an appointment form or signature, electronic method, duration, revocation, death/incapacity effect, or irrevocability rule.

Default no-meeting action is unanimous and written

Under § 347.083, an action or vote otherwise required at a meeting may occur without one when every eligible voter signs a written consent that states the action. The consent has the same effect as the meeting act or vote.

The agreement may provide another rule. The statute states no default electronic-consent, delivery, record-date, collection-period, counterpart, future-time/event, revocation, or post-action notice procedure.

What trips people up

• The ordinary majority follows authorized persons. In member management that means members; in manager management it means managers.
• Member reserved matters are separate. Six categories require every member even when managers run ordinary business.
• No-meeting action defaults to unanimity. A meeting-equivalent threshold exists only if the agreement provides it.
• Proxy authority is not automatic. The agreement must authorize and define it.

Common questions

Is a Missouri LLC member's vote weighted by ownership percentage?

Not under the ordinary member-managed default, which uses member headcount. The agreement may choose another basis.

May members act without holding a meeting?

Yes, but the statutory default requires every eligible voter to sign a written consent. The agreement may provide another rule.

Does Missouri provide a statutory member-proxy form?

No. The agreement may authorize proxies, but Chapter 347 states no default form, duration, or revocation rule.

Must nonconsenting members receive notice afterward?

The statutory default is unanimous, so no nonconsenter remains. For an agreement-created less-than-unanimous route, Chapter 347 states no general post- action notice rule.

Statutes and sources

• Mo. Rev. Stat. §§ 347.015 and 347.079 — definitions, management allocation, ordinary majority, unanimous member matters, and document variation. Official § 347.079 (accessed August 30, 2026).
• Mo. Rev. Stat. §§ 347.081 and 347.083 — agreement-created classes, meeting/proxy/consent procedure, and unanimous written-consent default. Official § 347.081 and § 347.083 (accessed August 30, 2026).