HCS/SB 170 - This act pertains to taxation of partnerships and S corporations and to merger and consolidation of limited liability companies.

A partnership shall pay all of a nonresident partner's taxes on such partner's income and be subject to jurisdiction in Missouri in order to include a nonresident partner's income tax in its composite return. The same requirements apply to S corporations.

LIMITED LIABILITY PARTNERSHIPS: If a limited partner that withdraws from a partnership does not demand his interest in the partnership, and the operating agreement of the partnership is silent as to distribution of such interest, the partnership may purchase the interest of such partner for fair value. A limited liability partnership shall not distribute partnership assets to any partner if such distribution would create excess liability for such partnership. Any partner who makes a prohibited distribution shall be liable to the limited liability partnership for three years following the date of distribution.

A partnership that dissolves shall notify its known claimants of such dissolution. All claims must be filed with the partnership within ninety days of such notice. Such partnership must also file a notice of winding up for all unknown creditors. Such unknown claims must be made within three years of such notice.

LIMITED LIABILITY COMPANIES: A member who withdraws from a limited liability company shall account for any profit gained without the informed consent of more than one-half of the disinterested partners.

Each limited liability company or limited partnership party to a merger or consolidation shall enter into a written agreement setting forth: 1) the name and location of each company or partnership; 2) the terms and conditions of the merger; 3) the transfer of interests of each company or partnership; 4) any amendments to documents of the surviving company or partnership; and 5) any other necessary provisions. A new agreement based upon such merger or consolidation shall be filed with the Secretary of State.

REGISTERED LIMITED LIABILITY LIMITED PARTNERSHIPS: This act creates a new entity known as a registered limited liability limited partnership. Section 359.172 sets out the necessary requirements for forming such partnership. Partners of such partnerships shall have the same protections afforded to partners of limited liability partnerships.

The act has an emergency clause and is substantial similar to SCS for HB 655.

DENISE GARNIER