HCS/SB 278 - This act makes the following changes to laws relating to business organizations:

Section 347.141 - Expands the notice requirements for winding up a dissolved limited liability company to include publication in a newspaper of general circulation in the county where the company's principal or registered office is located, and publication statewide to lawyer circulations published at least quarterly. The publication date, if later than the filing of notice, will begin to run the three-year limitations period for filing certain claims against the company;

Section 351.182 - Allows general business corporations to issue rights and options even if insufficient authorized and unissued shares exist to provide the shares if and when the options are exercised. Minimum terms and conditions for the rights and options are specified, including duration, price, identity of holders, and redemption rights;

Section 351.245 - Removes the prohibition against persons being admitted to vote on shares belonging or hypothecated to the issuing corporation;

Section 351.323 - Adds provision allowing a court to remove a provisional director under certain circumstances;

Section 351.448 - Specifies that no shareholder vote is necessary for a merger in connection with a holding company reorganization unless the articles of incorporation expressly require a vote and the articles specifically reference this section; This provision is contained in HB 282.

Section 351.459 - Makes technical change from "certificate of incorporation" to "articles of incorporation" and excludes from the provisions of the section on business combinations any business combination with an interested shareholder or any of its affiliates or associates, if the interested shareholder became one at a time when the restrictions of the section did not apply because of previous exclusions or because the corporation was not then a resident domestic corporation. A corporation may elect to have this section apply by providing for its application in the articles of incorporation; and

Section 351.467 - establishes procedures for dissolution of a corporation with only two stockholders.

Section 456.120 - authorizes limited liability companies to serve as trustees for a trust organized under Missouri law.
RUSS HEMBREE