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MO HB718
Bill
Status
3/1/2011
Primary Sponsor
Michael Corcoran
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AI Summary
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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
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Establishes comprehensive governance framework for LLCs including formation requirements, member rights and duties, manager responsibilities, distributions, dissolution procedures, and procedures for mergers and conversions
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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
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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
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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