HB 2508

Published by the Missouri House as the official summary of the version that passed (source PDF). Reproduced here in full, unedited.

SS SCS HCS HB 2508 -- ENTITIES REGULATED BY THE SECRETARY OF STATE

The bill allows for any person to apply to the Secretary of State (SOS) for a certificate of good standing for a domestic limited liability company (LLC) or a foreign LLC, or a domestic LLC series or foreign LLC series. The requirements to receive a certificate of good standing from the SOS are outlined in the bill. A certificate of good standing issued by the SOS must be prima facie evidence that the domestic or foreign limited liability company exists and is authorized to transact business in this State.

Furthermore, the bill requires any LLC that owns and rents or leases real property, or owns unoccupied real property, located in any county with more than one million inhabitants to file with the county clerk an affidavit listing the name and street address of at least one natural person who has management control and responsibility for the real property owned and leased or rented by the LLC or owned by the LLC and unoccupied under specified circumstances. Within 30 days following the cessation of management control, the LLC must file a successor affidavit listing the name and street address of a natural person successor.

Currently, an LLC can be dissolved by a decree of the circuit court located in the county of the registered office of the LLC upon application by or for a member of the LLC when it is not reasonably practicable to carry on business in conformity with the operating agreement.

This bill expands this provision to also allow the court to dissolve an LLC when:

(1) Dissolution is reasonably necessary for protection of the rights or interests of complaining members;

(2) The business of the LLC has been abandoned;

(3) The management of the LLC is deadlocked or subject to internal dissension;

(4) The business operations of the LLC are substantially impaired; or (5) Those in control of the LLC have been found guilty of, or have knowingly allowed, persistent and pervasive fraud, mismanagement, or abuse of authority.

This bill requires each series to be individually profiled and searchable on the SOS's business entity database by January 31, 2027, and authorizes a series to obtain a separate certificate of good standing.

The bill contains a severability clause.