SCS/SB 106 - This act amends the Limited Liability Partnership (LLP) laws by adding this designation to certain statutes, further defining partnership liabilities, clarifying application and registration requirements, and clarifying out-of- state legal issues.

The definition of "bankrupt" includes a voluntary or involuntary petition filed under federal law or a person or entity subject to a similar proceeding under state law.

STATUTES -- LLP DESIGNATION ADDED

A "registered limited liability partnership" means a partnership formed under an agreement that abides by the laws of Missouri, which has been registered with the secretary of state. The definition of "partnership" now includes a registered LLP and a foreign registered LLP. A partnership formed under an agreement governed by the laws of another state is not automatically deemed a partnership in Missouri.

PARTNERSHIP LIABILITIES

Partners in a registered LLP are not liable for negligence, wrongful acts, omissions, misconduct, or malpractice committed by another partner or employee of the registered LLP. A partner is liable for his own negligence, etc. and for the negligence of those under the partner's direct supervision and control. A partner is not relieved from any liability for taxes or fees resulting from any of these acts by another partner.

A partner is not a proper party to a proceeding involving a registered LLP concerning acts of negligence, etc., unless the partner is personally liable. A registered LLP can sue and be sued in its own name. For venue purposes, a registered LLP shall be deemed a citizen and resident of the county of its principal office. Service of process may be made upon the partnership's registered agent, a partner, managing or general agent, or at any business office of the registered LLP.

A partner does not have to contribute toward partnership losses resulting from acts of negligence, etc. A partner is not liable to the other partners in dissolution if the dissolution is the result of an act of negligence, etc. of another partner. The individual property of a deceased partner shall be liable for all obligations incurred by the partnership while the partner was alive for which the partner would have been liable.

REGISTRATION OF A LIMITED LIABILITY PARTNERSHIP (LLP)

A written application, containing the usual formalities, shall be filed in duplicate with the secretary of state. The registration fee is $100 for each partner, not to exceed a total of $1,000. The filing becomes effective on the date of filing or any later time specified in the application. The initial LLP application is effective for one year, unless withdrawn or revoked earlier, or renewed.

The inclusion of a person on an application for a LLP shall not be admissible as evidence of liability as a partner. Errors in the registered LLP application shall not affect the status of the partnership as a registered LLP or the liability of any of its partners, if the application was filed in good faith. Filing an application to become a registered LLP relieves the partnership of the fictitious name filing requirements.

An effective registration may be renewed before its expiration by filing an application containing current information and a fee of $100 plus, if the renewal increases the number of partners, $100 for each partner added, not to exceed a total of $1,000. The renewal continues an effective registration for an additional year.

A registration may be withdrawn by filing a written withdrawal notice with the Secretary of State, accompanied by a fee of $20. The registration is terminated on the date the withdrawal notice is filed with the Secretary of State. This filing does not change the fact that the partnership was a registered LLP prior to the filing of the withdrawal notice.

A registration may be amended or corrected by filing articles of amendment with the Secretary of State. The articles of amendment must be accompanied with a fee of $20 plus, if the amendment increases the number of partners, $100 for each partner added, not to exceed a total of $1,000.

An amendment to an application or a renewal is required within 90 days if there is a change in the name of the registered LLP or a change in the address of the registered office or a change in the name or address of the registered agent.

The Secretary of State may revoke the filing of a document if the filing fee was paid by an instrument that was dishonored when presented by the state for payment. A person who signs any document known to be false shall be guilty of a Class A misdemeanor.

A foreign registered LLP shall: 1) comply with any statutory requirements governing its type of business; and 2) file a notice with the Secretary of State stating: a) its name; b) the law governing its partnership agreement; c) its address; d) and a brief statement of its type of business.

The name of a partnership registered under this act shall contain the words "Registered Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" at the end of its name. The name of the LLP must be distinctive, unless written consent is filed with the Secretary of State for similar names. Exclusive rights to the use of a name may be reserved for 120 days, renewed for successive 120 day periods, or transferred to another party. The fee for reservation of a name, and subsequent renewals and transfers, shall be $75 for each filing.

Each registered LLP shall have, in Missouri, a registered office and a registered agent for service of process. Any change in name or address of the registered agent may be made by filing a notice with the Secretary of State accompanied by a fee of $50 plus $2 for each additional registered LLP affected by the change.

The registered agent may resign and appoint a successor registered agent by filing a certificate with the Secretary of State accompanied by a fee of $50 plus $2 for each additional registered LLP affected by the resignation. Each registered LLP affected by the resignation shall attach a ratification statement to the resignation certificate filed by the resigning registered agent.

The registered agent may resign and not appoint a successor registered agent by filing a certificate with the Secretary of State accompanied by a fee of $10, but this resignation shall not become effective until 120 days after the certificate is filed. The resigning registered agent is required to notify the affected registered LLP's of the agent's resignation at least 30 days before the certificate is filed with the Secretary of State. All affected registered LLP's shall obtain and designate a new registered agent. Failure to do so before the 120 day period expires shall cancel the registered LLP's application.

Certified copies of any paper on file may be obtained from the Secretary of State by paying a fee of $20, and a copying charge of $5 for the first page and $1 for each additional page. Certificates of good standing shall be issued for a fee of $20, unless the certificate recites all of the registered LLP's filings in which case the fee shall be $100.

OUT-OF-STATE LEGAL ISSUES

A partnership formed under the laws of the state of Missouri may conduct business anywhere. The legal existence of a registered LLP formed under the laws of Missouri shall be recognized outside the state of Missouri, and the Missouri laws that govern the LLP shall be granted full faith and credit. The internal affairs of a partnership formed under Missouri law shall be governed by Missouri laws.

A LLP formed pursuant to another jurisdiction's laws may do business in Missouri and is not required to register with the Secretary of State. The internal affairs of a partnership formed under another jurisdiction's laws shall be governed by that jurisdiction.
JAMES KLAHR