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MO HB718

Bill

Status

Introduced

3/1/2011

Primary Sponsor

Michael Corcoran

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Origin

House of Representatives

2011 Regular Session

AI Summary

  • Repeals the entire existing Missouri Limited Liability Company Act (sections 347.010-347.189) and replaces it with the Revised Uniform Limited Liability Company Act, reorganizing provisions into new sections numbered 347.1-101 through 347.11-1104

  • Establishes comprehensive governance framework for LLCs including formation requirements, member rights and duties, manager responsibilities, distributions, dissolution procedures, and procedures for mergers and conversions

  • Requires LLCs to maintain designated office and agent for service of process in Missouri, file annual reports with Secretary of State, and maintain specific records including member lists, operating agreements, and financial statements

  • Provides member liability protections ensuring members are not personally liable for LLC debts or obligations solely by reason of their membership status, and establishes fiduciary duties for members and managers

  • Includes provisions for foreign LLCs to register in Missouri, merger and consolidation procedures, dissolution and winding up processes, and derivative actions by members against the LLC or other members

Legislative Description

Repeals the Missouri Limited Liability Company Act and establishes the Revised Uniform Limited Liability Company Act as proposed by the National Conference of Commissioners on Uniform State Laws

Last Action

Public Hearing Completed (H)

4/6/2011

Committee Referrals

Judiciary3/16/2011

Full Bill Text

No bill text available