HCS/SCS/SB 366 - This act creates cooperative associations and modifies the law relating to the conversion of certain business organizations. Limited liability companies, statutory trusts, business trusts or associations, real estate investment trusts, common-law trusts, and any other unincorporated businesses may convert to a corporation upon executing a certificate of conversion. Corporations are also allowed to convert to the aforementioned business organization in the same manner and upon the adoption of a resolution approving the conversion and approval of the shareholders.
All property, obligations, and liabilities shall follow the converting entity to the business organization into which it is converting. The converting entity shall not be required to required to wind up affairs, pay liabilities, or distribute assets and such conversion shall not constitute a dissolution.
Nonprofit corporations shall not be allowed to convert into another entity.
This act creates cooperative associations as a new type of business organization formed for any lawful purpose to conduct business in the state of Missouri. The association shall be comprised of members and governed by a board of directors. Members may be patron or nonpatron members. Patron members are those that conduct business through or with the cooperative. The cooperative may elect to be taxed as a corporation or as a partnership.
The articles of association may limit a director's liability except for a breach of the duty of loyalty, intentional misconduct, illegal distributions, and improper benefits. Cooperatives may indemnify persons in certain situations.
The act provides requirements for the organization of associations such as defining organizational purpose, who may organize, cooperative names, elements to be included in articles of organization and bylaws and requirements for amending both and the members right to inspect the cooperative's documents.
The act provides requirements governing the actions and liabilities of directors and officers including the number and election procedures for directors, quorum requirements, removal procedures for directors and officers, meeting requirements, limitation of liability and indemnification procedures.
The requirements governing members are enumerated including membership interests, member meeting requirements, voting rights, sale of assets, and contribution agreements.
The act sets forth the method for merger, consolidation, and dissolution.
This act is similar to HB 1983 (2008).
CHRIS HOGERTY