Pre-filed January 6, 1997, and 1,000 copies ordered printed.

Read 2nd time January 20, 1997, and referred to the Committee on Financial and Governmental Organization.

Reported from the Committee February 3, 1997, with recommendation that the bill do pass and be placed on the Consent Calendar.

Taken up February 19, 1997. Read 3rd time and placed upon its final passage; bill passed.

TERRY L. SPIELER, Secretary.

S0869.01P

To repeal section 347.015, RSMo Supp. 1996, relating to regulation of businesses, and to enact in lieu thereof two new sections relating to the same subject, with an emergency clause.

Be it enacted by the General Assembly of the State of Missouri, as follows:

     Section A. Section 347.015, RSMo Supp. 1996, is repealed and two new sections enacted in lieu thereof to be known as sections 347.015 and 347.017, to read as follows:

     347.015. As used in sections 347.010 to 347.187, the following terms mean:

     (1) "Articles of organization", the articles referred to in section 347.039, filed with the secretary for the purpose of forming a limited liability company, as the same may be amended or restated from time to time as provided in sections 347.010 to 347.187;

     (2) "Authorized person", manager, or member, if management of the limited liability company is vested in the members;

     (3) "Bankruptcy", the entry of an order for relief by the court in a proceeding under the United States Bankruptcy Code, Title 11, U.S.C., as amended, or its equivalent under a state insolvency act or a similar law of other jurisdictions;

     (4) "Business" includes every trade, occupation or profession;

     (5) "Contribution", cash, other property, the use of property, services rendered, a promissory note or other binding obligation to contribute cash or property or perform services or any other valuable consideration transferred by a person to the limited liability company as a prerequisite for membership in the limited liability company and any subsequent transfer to the limited liability company by a person in his capacity as a member;

     (6) "Court" includes every court and judge having jurisdiction in the case;

     (7) "Domestic limited liability company" or "limited liability company", a limited liability company organized and existing under sections 347.010 to 347.187;

     (8) "Event of withdrawal", an event that causes a person to cease to be a member as provided in section 347.123;

     (9) "Foreign limited liability company", a limited liability company formed under the laws of any jurisdiction other than the state of Missouri;

     [(10) "Limited liability company", a legal entity that is an unincorporated organization having two or more members, and that is organized pursuant to or is subject to this chapter;]

     [(11)] (10) "Manager", with respect to a limited liability company whose articles of organization state that management of the limited liability company is vested in one or more managers, the person or persons designated, appointed or elected as such in the manner provided in subsection 2 of section 347.079;

     [(12)] (11) "Member", any person that signs in person or by an attorney in fact, or otherwise is a party to the operating agreement at the time the limited liability company is formed and is identified as a member in that operating agreement and any person who is subsequently admitted as a member in a limited liability company in accordance with sections 347.010 to 347.187 and the operating agreement, until such time as an event of withdrawal occurs with respect to such person;

     [(13)] (12) "Member's interest", a member's share of the profits and losses of a limited liability company and the right to receive distributions of limited liability company assets;

     [(14)] (13) "Operating agreement", any valid agreement or agreements, written or oral, among all members, or a written declaration by the sole member, concerning the conduct of the business and affairs of the limited liability company and the relative rights, duties and obligations of the members and managers, if any;

     [(15)] (14) "Organizer", any of the signers of the initial articles of organization;

     [(16)] (15) "Person" includes individuals, partnerships, domestic or foreign limited partnerships, domestic or foreign limited liability companies, domestic or foreign corporations, trusts, business trusts, employee stock ownership trusts, real estate investment trusts, estates and other associations, businesses or not-for-profit [or business] entities [or any other legal entity];

     [(17)] (16) "Real property" includes land, any interest, leasehold or estate in land and any improvements thereon;

     [(18)] (17) "Secretary", the secretary of state for the state of Missouri and its delegates responsible for the administration of sections 347.010 to 347.187;

     [(19)] (18) "Surviving entity", the surviving or resulting person pursuant to a merger or consolidation in which one or more domestic limited liability companies are parties.

     347.017. No limited liability company formed prior to the effective date of this act shall, notwithstanding any other provision of law to the contrary, be deemed not in compliance with the requirements of this chapter merely for the reason that such limited liability company was formed with, had, or has only one member.

     Section B. Because immediate action is necessary to ensure accuracy and clarify statutory provisions and provide fair and efficient business regulation, this act is deemed necessary for the immediate preservation of the public health, welfare, peace and safety, and is hereby declared to be an emergency act within the meaning of the constitution, and this act shall be in full force and effect upon its passage and approval.