HB 1664 -- Business Entities

Sponsor:  Hanaway

This bill makes changes to the registration process for business
entities that must register with the Missouri Secretary of State.
Regarding all business entities, the bill:

(1)  Allows entities to file documents electronically and reduces
filing fees for annual reports if the reports are filed in an
electronic format;

(2)  Repeals the requirement that filings be notarized;

(3)  Clarifies that all statements made in these filings are
subject to the penalties for perjury;

(4)  Repeals the requirement that filings be made in duplicate;

(5)  Waives the 50-cent per page fee for certified copies of
corporate records when requested electronically; and

(6)  Limits the reservation of a name for a business entity to
180 days.

Regarding limited liability companies (LLC), the bill:

(1)  Requires any foreign LLC to provide a certificate of good
standing or certificate of existence from the state in which it
is domiciled;

(2)  Establishes procedures for amendments of a foreign LLC's
certificate of registration and sets the filing fee at $20; and

(3)  Establishes a fee of $5 for filing a statement of
correction.

Regarding general corporations, the bill:

(1)  Clarifies what information is required in the articles of
incorporation, articles of amendment, and summary articles of
merger;

(2)  Lowers the fee for annual registrations from $40 to $15 when
done electronically;

(3)  Repeals provisions requiring corporations to notify the
Secretary of State when they reduce stated capital;

(4)  Allows a board of directors to consist of one person; and

(5)  Allows a corporation to create a trust fund, purchase an
insurance policy, or create any other kind of surety arrangement
on behalf of its officers, directors, or agents for any potential
liability, whether or not the corporation owns any stock in the
insurer or surety entity.  In the absence of fraud, the judgment
of the board of directors is conclusive and the policy or surety
is not voidable, regardless of whether the board members are
beneficiaries of the insurance arrangement.

Regarding limited liability partnerships (LLP), the bill:

(1)  Reduces the fee for a certified copy of good standing from
$20 to $5 when done electronically and reduces the fee for an
abstract of all LLPs registered with the Secretary of State from
$100 to $5.

(2)  Revises the required information for an amended certificate
of registration and establishes a fee of $20; and

(3)  Reduces the late fee for failure to file an amendment to its
certificate of limited partnership from $10 per day to $10 per
month.

Finally, the bill requires fictitious name registrations to be
renewed every five years and prohibits any entity from
registering under a fictitious name which contains any words
implying it is a governmental agency.

Missouri House of Representatives
92nd General Assembly, 2nd Regular Session
Last Updated September 23, 2004 at 11:16 am