SB 475 - This act modifies provisions relating to entities registered with the state. This act is identical to HB 278 (2023) and substantially similar to SB 401 (2023), HB 85 (2023), SCS/SB 877 (2022), provisions in HCS/SS/SCS/SB 931 (2022) and HCS/HB 1803 (2022), provisions in HCS/HB 2157 (2022), SCS/SB 286 (2021) and SCS/HCS/HB 162 (2021).
Names of Limited Liability Companies
The act prohibits the name of any dissolved or canceled LLC from being used by any other for a period of one year following the dissolution or cancellation.
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.
Involuntary Dissolution of LLCs
The act modifies the procedure by which a court may decree dissolution of an LLC. Specifically, the court may issue such a decree if it determines:
· It is not reasonably practicable to carry on the business in conformity with the operating agreement;
· Dissolution is reasonably necessary for the protection of the rights or interests of the complaining members;
· The business of the limited liability company has been abandoned;
· The management of the limited liability company is deadlocked or subject to internal dissension; or
· Those in control of the limited liability company have been found guilty of, or have knowingly countenanced, persistent and pervasive fraud, mismanagement, or abuse of authority.
(Sections 347.179, 347.183, 358.460, and 358.470)
The act reduces various filing fees imposed on LLCs 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 creates the following new fees:
· A fee of $95 for filing a withdrawal of an erroneously or accidentally filed notice of winding up or articles of termination;
· A fee of $10 for a filing relating to a limited liability series, an additional fee of ten dollars for each series effected or $5 if filing online in an electronic format prescribed by the SOS; and
· A fee of $95 for filing an application for reinstatement or $45 for filing online in an electronic format prescribed by the SOS.
For purposes of Series LLCs, the maximum number of designated series that can be affected by a single filing made with the Secretary of State is 50.
This provision is identical to a provision in SCS/HCS/HB 162 (2021).