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SECOND REGULAR SESSION
HOUSE BILL NO. 3094
103RD GENERAL ASSEMBL Y
INTRODUCED BY REPRESENT A TIVE KIMBLE.
4624H.01I JOSEPH ENGLER, Chief Clerk
AN ACT
T o repeal section 347.179, RSMo, and to enact in lieu thereof nine new sections relating to
domestication of limited liability companies.
Be it enacted by the General Assembly of the state of Missouri, as follows:
Section A. Section 347.179, RSMo, is repealed and nine new sections enacted in lieu
2 thereof, to be known as sections 347.179, 347.200, 347.202, 347.204, 347.206, 347.208,
3 347.210, 347.212, and 347.214, to read as follows:
347.179. 1. The secretary shall char ge and collect:
2 (1) For filing the original articles of or ganization, a fee of one hundred dollars;
3 (2) For filing the original articles of or ganization online, in an electronic format
4 prescribed by the secretary of state, a fee of forty-five dollars;
5 (3) Applications for registration of foreign limited liability companies and issuance of
6 a certificate of registration to transact business in this state, a fee of one hundred dollars;
7 (4) Applications for filing a statement of domestication and issuance of a
8 certificate of regi stration to transact business in this state, a fee of one hundred dollars;
9 (5) Amendments to and restatements of articles of limited liability companies to
10 application for registration of a foreign limited liability company or any other filing otherwise
11 provided for , a fee of twenty dollars;
12 [ (5) ] (6) Articles of termination of limited liability companies or cancellation of
13 registration of foreign limited liability companies, a fee of twenty dollars;
14 [ (6) ] (7) For filing notice of mer ger or consolidation, a fee of twenty dollars;
15 [ (7) ] (8) For filing a notice of winding up, a fee of twenty dollars;
16 [ (8) ] (9) For issuing a certificate of good standing, a fee of five dollars;
EXPLANA TION — Matter enclosed in bold-faced brackets [thus] in the above bill is not enacted and is
intended to be omitted from the law . Matter in bold-face type in the above bill is proposed language.
17 [ (9) ] (10) For a notice of the abandonment of mer ger or consolidation, a fee of twenty
18 dollars;
19 [ (10) ] (1 1) For furnishing a copy of any document or instrument, a fee of fifty cents
20 per page;
21 [ (1 1) ] (12) For accepting an application for reservation of a name, or for filing a
22 notice of the transfer or cancellation of any name reservation, a fee of twenty dollars;
23 [ (12) ] (13) For filing a statement of change of address of registered of fice or
24 registered agent, or both, a fee of five dollars;
25 [ (13) ] (14) For any service of notice, demand, or process upon the secretary as
26 resident agent of a limited liability company , a fee of twenty dollars, which amount may be
27 recovered as taxable costs by the party instituting such suit, action, or proceeding causing
28 such service to be made if such party prevails therein;
29 [ (14) ] (15) For filing an amended certificate of registration a fee of twenty dollars;
30 and
31 [ (15) ] (16) For filing a statement of correction a fee of five dollars.
32 2. Fees mandated in subdivisions (1) and (2) of subsection 1 of this section and for
33 application for reservation of a name in subdivision (1 1) of subsection 1 of this section shall
34 be waived if an or ganizer who is listed as a member in the operating agreement of the limited
35 liability company is a member of the Missouri National Guard or any other active duty
36 military , resides in the state of Missouri, and provides proof of such service to the secretary of
37 state.
347.200. For purposes of sections 347.200 to 347.214, the following terms mean:
2 (1) "Appr ove", in the case of an entity , for its governors and interes t holders to
3 take whatever steps are necessary under its organic rules, organic law , and other law to:
4 (a) Pr opose a transaction subject to sections 347.200 to 347.214;
5 (b) Adopt and appr ove the terms and conditions of the transaction; and
6 (c) Conduct any requ ired pr oceedings or otherwise obtain any requi red votes or
7 consents of the governors or interes t holders;
8 (2) "Domestic entity", a domesticating entity as it continues in existence after a
9 domestication;
10 (3) "Domesticated entity", a domesticating entity as it continues in existence
11 after a domestication;
12 (4) "Domesticating entity", a domestic entity that appro ves a plan of
13 domestication under section 347.204 or a fore ign entity that appr oves a domestication
14 under the law of its jurisdiction of organization;
15 (5) "Domestication", a transaction under the pro visions of sections 347.200 to
16 347.214;
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17 (6) "Entity", a limited liability company;
18 (7) "Filing entity", an entity that is creat ed by the filing of an organizing
19 document with the secr etary of state;
20 (8) "Foreig n entity", an entity other than a domestic entity;
21 (9) "Governance inter est", the right under the organic law or rules of an entity ,
22 other than as a governor , agent, assignee, or pr oxy to:
23 (a) Receive or demand access to information concerning, or the books and
24 r ecords of, the entity;
25 (b) V ote for the election of the governors of the entity; or
26 (c) Receive notice of or vote on any or all issues involving the internal affairs of
27 the entity;
28 (10) "Governor", a person by or under whose authority the powers of an entity
29 ar e exer cised and under whose dir ection the business and affairs of the entity are
30 managed pursuant to the organic law and organic rules of the entity;
31 (1 1) "Interes t":
32 (a) A governance interes t in an unincorporated entity;
33 (b) A transferable interes t in an unincorporated entity; or
34 (c) A share or membership in a corporation;
35 (12) "Interes t holder", a dir ect holder of an interes t;
36 (13) "Interes t holder liability":
37 (a) Personal liability for a liability of an entity that is imposed on a person:
38 a. Solely by rea son of the status of the person as an inter est holder; or
39 b. By the organic rules of the entity under the organic law authorizing the
40 organic rules to make one or mor e specified interes t holders or categories of interest
41 holders liable in their capacity as inter est holders for all or specified liabilities of the
42 entity; or
43 (b) An obligation of an interes t holder under the organic rules of an entity to
44 contribute to the entity; or
45 (14) "Jurisdiction of the organization of an entity", the jurisdiction whose law
46 includes the organic law of the entity;
47 (15) "Limited liability company", a company whose internal affairs are
48 governed by the Missouri Limited Liability Company Act under this chapter;
49 (16) "Organic law", the statutes, if any , other than the provi sions of sections
50 347.200 to 347.214, governing the internal affairs of an entity;
51 (17) "Organic rules", the public organic document and private organic rules of
52 an entity;
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53 (18) "Person", an individual, corporation, estate, trust, partnership, limited
54 liability company , business or similar trust, association, joint ventur e, public
5 5 corporation, government, or governmental subdivision, agency , or instrumentality , or
56 any other legal or commer cial entity;
57 (19) "Plan", a plan of domestication;
58 (20) "Private organic rules", the rules, whether or not in a reco rd, that govern
59 the internal affairs of an entity , ar e binding on all of its inter est holders, and are not part
60 of its public organic document;
61 (21) "Prot ected agr eement":
62 (a) A rec ord evidencing indebtedness and any rel ated agree ment in effect on
63 August 28, 2027;
64 (b) An agreement that is binding on an entity on August 28, 2027;
65 (c) The organic rules of an entity in effect on August 28, 2027; or
66 (d) An agr eement that is binding on any of the governors or interes t holders of
67 an entity on August 28, 2027;
68 (22) "Public organic document", the public reco rd, the filing of which creat es an
69 entity , and any amendment to or r estatement of that record;
70 (23) "Qualified for eign entity", a for eign entity that is authorized to transact
71 business in this state pursuant to a filing with the secr etary of state;
72 (24) "Secr etary of state", the governmental entity r esponsible for accepting and
73 acting on the filing of organizational documents of an entity;
74 (25) "Sign", with present intent to authenticate or adopt a r ecord:
75 (a) T o execute or adopt a tangible symbol; or
76 (b) T o attach to or logically associate with the record an electr onic sound,
77 symbol, or pro cess.
347.202. 1. Except as otherwise prov ided in this section, by complying with
2 sections 347.200 to 347.214, a domestic entity may become a domestic entity of the same
3 type in a for eign jurisdiction if the domestication is authorized by the law of the for eign
4 jurisdiction.
5 2. Except as otherwise pro vided in this section, by complying with sections
6 347.200 to 347.214 applicable to for eign entities, a for eign entity may become a domestic
7 entity of the same type in this state if the domestication is authorized by the law of the
8 for eign entity's jurisdiction of organization.
9 3. When the term domestic entity is used in sections 347.200 to 347.214 with
10 r efer ence to a for eign jurisdiction, it means an entity whose internal affairs are
11 governed by the law of the for eign jurisdiction.
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12 4. If a protect ed agreement contains a pr ovision that applies to a merger of a
13 domestic entity but does not ref er to a domestication, the pr ovision applies to a
14 domestication of the entity as if the domestication wer e a merger until the pr ovision is
15 amended after August 28, 2027.
347.204. 1. A domestic entity may become a for eign entity in a domestication by
2 appr oving a plan of domestication. The plan shall be in a rec ord and contain:
3 (1) The name and type of the domesticating entity;
4 (2) The name and jurisdiction of organization of the domesticated entity;
5 (3) The manner of converting the interes ts in the domesticating entity into
6 inter ests, securities, obligations, rights to acquire interes ts or securities, cash, or other
7 pr operty , or any combination of the for egoing;
8 (4) The prop osed public organic document of the domesticated entity if it is a
9 filing entity;
10 (5) The full text of the private organic rules of the domesticated entity that are
11 pr oposed to be in a record;
12 (6) The other terms and conditions of the domestication; and
13 (7) Any other prov ision requ ired by the law of this state or the organic rules of
14 the domesticating entity .
15 2. A plan of domestication may contain any other pro visions not proh ibited by
16 law .
17 3. The entity shall maintain the plan of domestication in accordance with the
18 entity's policy for maintaining books and recor ds.
347.206. 1. A plan of domestication is not effective unless it has been appr oved:
2 (1) By a domestic domesticating entity:
3 (a) In accordance with the r equir ements, if any , in its organic rules for appr oval
4 of a domestication;
5 (b) If its organic rules do not pr ovide for appr oval of a domestication, in
6 accordance with the r equir ements, if any , in its organic law and organic rules for
7 appr oval of:
8 a. In the case of an entity that is not a business corporation, a merger , as if the
9 domestication were a merger; or
10 b. In the case of a business corporation, a merger requ iring appr oval by a vote of
11 the interes t holders of the business corporation, as if the domestication wer e that type of
12 merger; or
13 (c) If neither its organic law nor organic rules pr ovide for appr oval of a
14 domestication or a merger described in subparagraph b of paragraph (b) of this
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15 subdivision, by all of the interes t holders of the entity entitled to vote on or consent to
16 any matter; and
17 (2) In a r ecord, by each interes t holder of a domestic domesticating entity that
18 will have inter est holder liability for liabilities that arise after the domestication
19 becomes effective, unless, in the case of an entity that is not a business corporation or
20 nonpr ofit corporation:
21 (a) The organic rules of the entity in a r ecord pro vide for the appr oval of a
22 domestication or merger in which some or all of its inter est holders become subject to
23 inter est holder liability by the vote or consent of fewer than all of the inter est holders;
24 and
25 (b) The intere st holder voted for or consented in a record to that pro vision of the
26 organic rules or became an interes t holder after the adoption of that pr ovision.
27 2. A domestication of a for eign domesticating entity is not effective unless it is
28 appr oved in accordance with the law of the for eign entity's jurisdiction of organization.
347.208. 1. A plan of domestication of a domestic domesticating entity may be
2 amended:
3 (1) In the same manner as the plan was appr oved, if the plan does not provi de
4 for the manner in which it may be amended; or
5 (2) By the governors or interes t holders of the entity in the manner pro vided in
6 the plan, but an interes t holder that was entitled to vote on or consent to appr oval of the
7 domestication is entitled to vote on or consent to any amendment of the plan that will
8 change:
9 (a) The amount or kind of inter ests, securities, obligations, rights to acquire
10 inter ests or securities, cash, or other pro perty , or any combination of the for egoing, to be
11 r eceived by any of the inter est holders of the domesticating entity under the plan;
12 (b) The public organic document or private organic rules of the domesticated
13 entity that will be in effect immediately after the domestication becomes effective, except
14 for changes that do not req uir e appr oval of the interes t holders of the domesticated
15 entity under its organic law or organic rules; or
16 (c) Any other terms or conditions of the plan, if the change would adversely
17 affect the interes t holder in any material res pect.
18 2. After a plan of domestication has been appr oved by a domestic domesticating
19 entity and before a statement of domestication becomes effective, the plan may be
20 abandoned:
21 (1) As pro vided in the plan; or
22 (2) Unless proh ibited by the plan, in the same manner as the plan was appr oved.
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23 3. If a plan of domestication is abandoned after a statement of domestication has
24 been filed with the secr etary of state and before the filing becomes effective, a statement
25 of abandonment, signed on behalf of the entity , shall be filed with the secr etary of state
26 befor e the time the statement of domestication becomes effective. The statement of
27 abandonment takes effect upon filing, and the domestication is abandoned and does not
28 become effective. The statement of abandonment shall contain:
29 (1) The name of the domesticating entity;
30 (2) The date on which the statement of domestication was filed; and
31 (3) A statement that the domestication has been abandoned in accordance with
32 this section.
347.210. 1. A statement of domestication shall be signed on behalf of the
2 domesticating entity and filed with the secr etary of state.
3 2. A statement of domestication shall contain:
4 (1) The name, jurisdiction of organization, and type of the domesticating entity;
5 (2) The name and jurisdiction of organization of the domesticated entity;
6 (3) If the statement of domestication is not to be effective upon filing, the later
7 date and time on which it will become effective, which shall not be mor e than thirty days
8 after the date of filing;
9 (4) If the domesticating entity is a domestic entity , a statement that the plan of
10 domestication was appr oved in accordance with sections 347.200 to 347.214 or , if the
11 domesticating entity is a for eign entity , a statement that the domestication was appr oved
12 in accordance with the law of its jurisdiction of organization;
13 (5) If the domesticated entity is a domestic filing entity , its public organic
14 document, as an attachment signed by a person authorized by the entity;
15 (6) If the domesticated entity is a domestic limited liability partnership, its
16 statement of qualification, as an attachment; and
17 (7) If the domesticated entity is a for eign entity that is not a qualified for eign
18 entity , a mailing addre ss to which the secr etary of state may send any proc ess served on
19 the secr etary of state under subsection 5 of section 347.212.
20 3. In addition to the r equir ements of subsection 2 of this section, a statement of
21 domestication may contain any other pr ovision not pr ohibited by law .
22 4. If the domesticated entity is a domestic entity , its public organic document, if
23 any , shall satisfy the req uire ments of the law of this state and may omit any prov ision
24 that is not req uire d to be included in a res tatement of the public organic document.
25 5. A statement of domestication becomes effective upon the date and time of
26 filing or the later date and time specified in the statement of domestication.
347.212. 1. When a domestication becomes effective:
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2 (1) The domesticated entity is:
3 (a) Organized under and subject to the organic law of the domesticated entity;
4 and
5 (b) The same entity without interruption as the domesticating entity , even
6 though the organic law of the domesticated entity may req uire or allow the name of the
7 domesticated entity to be modified;
8 (2) All prop erty of the domesticating entity continues to be vested in the
9 domesticated entity without assignment, r eversion, or impairment;
10 (3) All liabilities of the domesticating entity continue as liabilities of the
11 domesticated entity;
12 (4) Except as pr ovided by law other than as provi ded in sections 347.200 to
13 347.214 or the plan of domestication, all of the rights, privileges, immunities, powers,
14 and purposes of the domesticating entity r emain in the domesticated entity;
15 (5) The name of the domesticated entity may be substituted for the name of the
16 domesticating entity in any pending action or proceed ing;
17 (6) If the domesticated entity is a filing entity , its public organic document is
18 effective and is binding on its inter est holders;
19 (7) The private organic rules of the domesticated entity that ar e to be in a
20 r ecord, if any , appr oved as part of the plan of domestication are effective and are
21 binding on and enforceab le by:
22 (a) Its interes t holders; and
23 (b) In the case of a domesticated entity that is not a business corporation or
24 nonpr ofit corporation, any other person that is a party to an agr eement that is part of
25 the domesticated entity's private organic rules; and
26 (8) The inter ests in the domesticating entity are converted to the extent and as
27 appr oved in connection with the domestication, and the inter est holders of the
28 domesticating entity are entitled only to the rights pr ovided to them under the plan of
29 domestication and the domesticating entity's organic law .
30 2. Except as otherwise pro vided in the organic law or organic rules of the
31 domesticating entity , the domestication does not give rise to any rights that an inter est
32 holder , governor , or third party would otherwise have upon a dissolution, liquidation, or
33 winding-up of the domesticating entity .
34 3. When a domestication becomes effective, a person that did not have inter est
35 holder liability with respect to the domesticating entity and that becomes subject to
36 inter est holder liability with respect to a domestic entity as a res ult of the domestication
37 has intere st holder liability only to the extent pro vided by the organic law of the entity
38 and only for those liabilities that arise after the domestication becomes effective.
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39 4. When a domestication becomes effective:
40 (1) The domestication does not discharge any interes t holder liability under the
41 organic law of a domestic domesticating entity to the extent the interes t holder liability
42 ar ose befor e the domestication became effective;
43 (2) A person does not have interes t holder liability under the organic law of a
44 domestic domesticating entity for any liability that arises after the domestication
45 becomes effective;
46 (3) The organic law of a domestic domesticating entity continues to apply to the
47 r elease, collection, or discharge of any interes t holder liability preserved under
48 subdivision (1) of this subsection as if the domestication had not occurr ed; and
49 (4) A person has whatever rights of contribution fr om any other person as are
50 pr ovided by the organic law or organic rules of a domestic domesticating entity with
51 r espect to any inter est holder liability preserved under subdivision (1) of this subsection
52 as if the domestication had not occurr ed.
53 5. When a domestication becomes effective, a for eign entity that is the
54 domesticated entity:
55 (1) May be served with pr ocess in this state for the collection and enfor cement of
56 any of its liabilities; and
57 (2) Appoints the secr etary of state as its agent for service of process for collecting
58 or enfor cing those liabilities.
59 6. If the domesticating entity is a qualified for eign entity , the certificate of
60 authority or other for eign qualification of the domesticating entity is canceled when the
61 domestication becomes effective.
62 7. A domestication does not requ ire the entity to wind up its affairs and does not
63 constitute or cause the dissolution of the entity .
347.214. 1. (1) Any copies, photostatic or otherwise, of documents filed in the
2 office of the secr etary of state in accordance with sections 347.200 to 347.214, when
3 certified by the secr etary of state under the seal of the state, shall be taken and receiv ed
4 in all courts, public offices, and official bodies as prima facie evidence of the facts stated
5 in the documents.
6 (2) Certificates by the secr etary of state under the seal of the state as to the
7 existence or nonexistence of facts rel ating to entities filing under sections 347.200 to
8 347.214, which would not appear fr om a certified copy of any document, shall be taken
9 and recei ved in all courts, public offices, and official bodies, as prima facie evidence of
10 the existence or nonexistence of the facts stated in the documents.
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11 2. All documents requ ired under sections 347.200 to 347.214 to be filed in the
12 office of the secr etary of state shall be made on forms pr escribed and furnished by the
13 secr etary of state.
14 3. All documents requ ired under sections 347.200 to 347.214 to be filed in the
15 office of the secr etary of state shall contain the filing entity's file number as assigned by
16 the office of the secr etary of state.
17 4. The secr etary of state may adopt rules and regul ations governing the
18 pr ocedur e and forms necessary to implement sections 347.200 to 347.214. Any rule or
19 portion of a rule, as that term is defined in section 536.010, that is creat ed under the
20 authority delegated in this section shall become effective only if it complies with and is
21 subject to all of the pr ovisions of chapter 536 and, if applicable, section 536.028. This
22 section and chapter 536 are nonseverable and if any of the powers vested with the
23 general assembly pursuant to chapter 536 to revie w , to delay the effective date, or to
24 disappr ove and annul a rule ar e subsequently held unconstitutional, then the grant of
25 rulemaking authority and any rule pr oposed or adopted after August 28, 2026, shall be
26 invalid and void.
✔
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