Currently, Limited Liability Companies shall be dissolved upon the withdrawal of the sole remaining member. Under the act, there will be forced dissolution when there are no members unless certain agreements are made, pursuant to the operating agreement, by the personal representative of the last remaining member to continue the company, or if another member is added within 90 days of the event triggering the withdrawal of the last remaining member.

The act modifies the definition of "issuing public corporations" by removing the current shareholder requirements and instead, requiring the corporation to have a class of voting stock registered with the Security and Exchange Commission unless the articles of incorporation of the corporation stipulate otherwise.

The act removes the definition of and references to "resident domestic corporations". Under current law, resident domestic corporations must be incorporated in Missouri; have 100 shareholders; maintain its principal place of business, its principal office, or substantial assets in Missouri; and have 10% of its shareholders reside in Missouri, more than 10% of its shares owned by Missouri residents, or have 10,000 of its shareholders reside in Missouri. Under the act, a domestic corporation must be incorporated in Missouri. All references to resident domestic corporations are changed to domestic corporations.

CHRIS HOGERTY