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MO HB510

Bill

Status

Passed

7/1/2013

Primary Sponsor

Noel Torpey

Click for details

Origin

House of Representatives

2013 Regular Session

AI Summary

  • Repeals and replaces sections 347.039 and 347.153, and enacts new section 347.186 relating to series limited liability companies in Missouri.

  • Allows operating agreements to establish designated series of members, managers, or limited liability company interests with separate rights, powers, duties, and business purposes regarding specified property or obligations.

  • Provides liability protection for each series so that debts and obligations of one series are enforceable only against that series' assets, not against the parent company or other series assets, if specified conditions are met including separate record maintenance and disclosure in articles of organization.

  • Requires limited liability companies and foreign limited liability companies to provide series information in articles of organization and registration applications, including separate identification and management details for each series.

  • Each series with limited liability may contract, hold title to assets, sue and be sued in its own name, and operate as a separate entity to the extent set forth in articles of organization, while remaining subject to existing Missouri fraudulent conveyance laws.

Legislative Description

Allows a limited liability company to establish a designated series of members, managers, and company interests having separate rights and duties regarding specified property

Last Action

Delivered to Secretary of State (G)

7/1/2013

Committee Referrals

Rules3/12/2013
Special Standing Committee on Small Business2/20/2013

Full Bill Text

No bill text available