HCS/SS/SCS/SB 931 - This act modifies and adds various provisions pertaining to business and commerce. A summary of the provisions follows:

DISSOLUTION OF DEADLOCKED LIMITED LIABILITY COMPANY - This act provides for judicial dissolution of a limited liability company in the event the members are deadlocked (Section 347.143).

PLEADING AND BURDEN OF PROOF - This act provides that on a motion to dismiss, a person challenging an exculpation provision must plead facts with particularity and on a motion for summary judgement has the burden of proving the provision is inapplicable (Section 351.055).

BONDHOLDER'S POWER TO VOTE - This act provides that a corporation may confer the power to vote upon holders of bonds, debentures or other obligations (Section 351.056).

ANNUAL CORPORATE REGISTRATION REPORTS - This act revises the process for a corporation to file its annual report to the Secretary of State (Sections 351.120, 351.140, 351.145, 351.150 and 351.155).

STOCK OPTIONS - This act provides that under certain circumstances, the board of directors may delegate to officers the right to grant stock options (Section 351.182).

DEMAND FOR VALUE OF SHARES - This act provides that a shareholder with voting shares who objects to a merger or consolidation has the right to appraisal if the objection is filed prior to the meeting of shareholders (Section 351.455).

NOT-FOR-PROFIT CORPORATIONS -This act revises the process for a not-for-profit corporation to file its annual registration report with the Secretary of State (Section 355.856).

PROFESSIONAL CORPORATIONS - This act revises the process for a professional corporation to file its annual registration report with the Secretary of State (Section 356.211).

TELECOMMUNICATIONS SERVICES - The act removes the August 28, 2002 sunset date from the provisions that prohibited political subdivisions from providing or selling telecommunications services for which a certificate of service authority is required from the Public Service Commission. Political subdivisions are permitted to allow non-discriminatory use of its right-of-ways. Municipal utilities are allowed to provide telecommunications providers access to telecommunications services and facilities on a non-discriminatory, competitively-neutral basis at a price that covers cost (Section 392.410).

MUNICIPAL UTILITIES - This act removes a joint municipal utility commission from being considered a corporation subject to oversight by the Public Service Commission (Sections 386.025, 393.295 and 393.765).

Bonds issued by a joint municipal utility commission may be sold at a public or private sale and at such price as the commission shall determine (Section 393.725).

UNIFORM COMMERCIAL CODE, ARTICLE 9 - SECURED TRANSACTIONS:

DEFINITIONS - This act revises the definition of "chattel paper", deletes the definition of "notice" and limits the applicability of the definitions for "original debtor" and "proceeds" (Section 400.9-102).

SCOPE - This act revises the applicability of UCC, Article 9 to areas covered by other statute statutes and certain other rights and transfers (Section 400.9-109).

LIENS - This act provides that Sections 700.350 to 700.390, govern the perfection, nonperfection and priority of liens relating to mobile homes (Section 400.9-303).

PERFECTION OF SECURITY INTEREST SUBJECT TO STATE REGULATION - This act limits the applicability of this section to certain property held as collateral (Section 400.9-311).

PERFECTION OF SECURITY INTEREST BY DELIVERY - This act provides that section 400.9-301, not section 400.8-301, shall govern the perfection of security interests of certificated securities taken by delivery (Section 400.9-313).

PRIORITY OF CERTAIN LIENS - This act revises the priority of certain security interests and agricultural liens (Section 400.9- 317).

FUTURE ADVANCES - This act revises the priority of lien creditor where the security interest secures an advance (Section 400.9- 323).

ASSIGNMENT OR TRANSFER OF SECURITY INTEREST - This act provides that certain rules regarding security interests shall also apply if the interests are assigned or transferred (Sections 400.9-406, 400.9-407, 400.9-408, 400.9-409).

INDICATION OF COLLATERAL - Technical change to ensure that a financing statement will be sufficient to indicate collateral it covers if it meets certain requirements (Section 400.9-504).

FILING STATEMENTS - This act provides that a debtor authorizes the filing of a finance statement by the acquisition of certain interests and liens (Section 400.9-509).

TERMINATION STATEMENTS - This act revises the process for the filing of certain termination statements (Section 400.9-513).

FILING FEES - This act provides that the Department of Revenue, not the Secretary of State, shall administer the "Uniform Commercial Code Transition Fee Trust Fund," revises the duties of Secretary of State with regard to the fund, and provides that the moneys in the fund shall be deemed non-state funds (Section 400.9-525).

WAIVER OF DEFAULT RULES - This act revises the rules which may not be waived by certain debtors (Section 400.9-602).

NOTIFICATION BEFORE DISPOSITION OF COLLATERAL - A technical change is made regarding parties to be sent notification (Section 400.9-611) and to the contents of the notification (Section 400.9-613).

PROCEEDS OF DISPOSITION - An intersectional reference is added (Section 400.9-615).

REMEDIES - This act provides that a secured party which fails to comply with explanation requirements pursuant to Section 400.9- 616 cannot be held liable for the remedy specified in Section 400.9-625(c)(2), relating to failure to comply with Article 9 provisions (Section 400.9-628).

FORMER ARTICLE 9 RECORDS - This act limits the records to be accepted by a local filing office and extends the date for each local filing office to maintain former Article 9 records (Section 400.9-710).

FICTITIOUS CORPORATE NAME - This act requires a corporation to make a declaration under penalty to the Secretary of State within five business days of beginning a business using a fictitious name. Current law required the corporation to submit a notarized statement (Section 417.210).

BASIC CIVIL LEGAL SERVICES FUND - Creates the basic civil legal services fund to increase the public money available to provide civil legal services to certain defined low-income people. The act authorizes clerks to collect an additional $20 fee on all filings in the supreme court and courts of appeal; $10 fee on all filings in circuit courts; and a $5.50 fee on all filings in associate circuit courts (Sections 477.650 and 488.031).

NOTARY PUBLIC - The act revises numerous provisions regarding the appointment and commission of a notary public by the secretary of state. The also creates new requirements regarding recordkeeping, travel fees and document size (Chapter 486).

CRIME OF MAKING A FALSE DECLARATION - This act provides that the word "written" as used in this Section shall include filings submitted in electronic or other Secretary of State-approved formats (Section 575.060).

CONSUMER SERVICE CONTRACT - The act mandates a court to strike automatic renewal provisions longer than one year in litigated consumer service contracts (Section 1).

DEVELOPMENT PLANS OR PROJECTS - The act provides that no new development plans or development projects may be approved pursuant to certain repealed sections of law after August 28, 2007 (Section B).

This act contains provisions that are similar to SB 1131, SB 1186, SB 1194, HB 1402, HB 1621, HB 1712 and HB 1962 (2002).
JIM ERTLE