SCS/SB 285 - This act creates and amends various provisions regulating certain types of corporations.LIMITED LIABILITY COMPANIES - INFORMATION STATEMENTS
(SECTION 347.044, 347.179, 347.183)
Every limited liability company (LLC) and foreign limited liability company (foreign LLC) is required to file an information statement with the Secretary of State (SOS) once every 5 years, accompanied by a fee of $15, or $5 if filed electronically. The SOS is permitted to administratively cancel the articles of incorporation of an LLC or the registration of a foreign LLC for failure to timely file an information statement. The act provides procedures for allowing a foreign LLC to apply to the SOS to have its registration reinstated following such a cancellation. Procedures are also created allowing an LLC to apply for reinstatement following the erroneous or accidental filing of a notice of winding up or notice of termination.
These provisions are substantially similar to provisions in the perfected HB 535 (2019) and HCS/HB 555 (2019).
FILING FEES (SECTIONS 347.179, 347.183, 358.460, and 358.470)
The act reduces various filing fees imposed on LLC's and partnerships for filing certain documents with the SOS and provides for reduced fees for filing certain documents in an electronic format. Additionally, the act requires a fee of $95 for filing a withdrawal of an erroneously or accidentally filed notice of winding up or articles of termination.
These provisions are substantially similar to provisions in the perfected HB 535 (2019) and HCS/HB 555 (2019).
CREATION OF BENEFIT CORPORATIONS (SECTIONS 351.1400 TO 351.1435)
This act allows for the creation of benefit corporations. Under this act, any corporation incorporated under the general corporation laws of Missouri may elect to become a benefit corporation by amending its articles of incorporation to indicate that it is a benefit corporation.
In order to be a benefit corporation, the corporation must create general public benefit, being defined as a material positive impact on society and the environment, taken as a whole, from the business and operations of a benefit corporation, assessed taking into account the impacts of the benefit corporation as reported against a third-party standard. Benefit corporations may additionally choose to create specific public benefits. Neither the general public benefit or the specific public benefit of the corporation shall include abortion services, human cloning, or prohibited human research. The act enumerates the various responsibilities of officers and directors of benefit corporations and provides for benefit enforcement proceedings whereby certain entities may make a claim against the benefit corporation for violation of any obligation, duty, or standard required by law, or for failure to pursue or create a general public benefit or specific public benefit.
Nothing in this act shall authorize public funds to be expended, paid, or granted to or on behalf of an existing or proposed research project that involves abortion services, human cloning, or prohibited human research.
These provisions are substantially similar to SCS/SB 105 (2019), certain provisions in HCS/HB 555 (2019), HB 1154 (2019), SB 754 (2018), HB 2669 (2018), SB 467 (2017), and HB 1956 (2014).
SCOTT SVAGERA