LLC Reimbursement, Indemnification, Advancement, and Insurance Requirements in Missouri

At a glance

Requirements one by one

Agreement and transaction framework

Mo. Rev. Stat. § 347.081 permits the operating agreement to address the LLC's business and the rights, powers, and duties of members, managers, agents, and employees, so long as the term is consistent with law. Mo. Rev. Stat. § 347.093 lets a member or manager lend money to or transact business with the LLC, unless the agreement provides otherwise, with the same transaction rights and obligations as a nonmember. Those are the relevant affirmative rules for a member's request to be repaid for a company expense or protected from a claim. The cited provisions do not themselves require reimbursement, indemnity, or an interim defense advance.

Approval and insurance

Mo. Rev. Stat. § 347.079 places management authority in the articles and operating agreement. Unless the agreement changes the default, an ordinary company matter needs approval of more than half of the authorized persons, while the listed extraordinary matters need all members; the latter include action outside the usual course or contrary to the agreement. Mo. Rev. Stat. § 347.035 permits any lawful business purpose, which can include an insurance purchase. None of these provisions decides whether a particular policy pays a claim.

What trips people up

Mo. Rev. Stat. § 347.075 makes the LLC liable to an outsider for damage caused by an authorized person's actionable conduct in the ordinary course or with authority. That is the company's third-party liability; it does not by itself require the LLC to reimburse the person who acted. Mo. Rev. Stat. § 347.088 permits agreement terms to expand or restrict duties and liabilities, so the actual agreement and conduct remain central to any internal payment decision.

Common questions

Does a member's payment of a vendor bill automatically become reimbursable? Mo. Rev. Stat. § 347.093 permits company transactions with a member or manager but does not set a reimbursement amount or deadline. Check the transaction and the agreement.

Who decides whether the LLC buys insurance? Mo. Rev. Stat. § 347.079 allocates decision authority through the articles and operating agreement, with a default vote for ordinary business matters when the agreement is silent.

Does third-party company liability guarantee indemnity for the person who acted? No. Mo. Rev. Stat. § 347.075 addresses the company's liability to the outsider; the person's claim against the company turns on the agreement and other applicable grounds.

Statutes and sources

• Mo. Rev. Stat. §§ 347.035, 347.075, and 347.079: lawful purpose, outsider liability, and management authority. Section 347.035, section 347.075, and section 347.079, accessed 2026-09-23.
• Mo. Rev. Stat. §§ 347.081, 347.088, and 347.093: agreement terms, duties, and member/manager transactions. Section 347.081, section 347.088, and section 347.093, accessed 2026-09-23.