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SECOND REGULAR SESSION
[TRULY AGREED TO AND FINALLY PASSED]
SENATE COMMITTEE SUBSTITUTE FOR
SENATE BILL NO. 1142
103RD GENERAL ASSEMBLY
2026
5513S.02T
AN ACT
To repeal section 347.186, RSMo, and to enact in lieu thereof two new sections relating to limited
liability companies.
Be it enacted by the General Assembly of the State of Missouri, as follows:
Section A. Section 347.186, RSMo, is repealed and two new 1
sections enacted in lieu thereof, to be known as sections 2
347.044 and 347.186, to read as follows:3
347.044. 1. Any person may apply to the secretary of 1
state for a certificate of good standing for a domestic 2
limited liability company or a foreign limited liability 3
company. 4
2. A certificate of good standing for a domestic 5
limited liability company shall include: 6
(1) The domestic limited liability company's name; 7
(2) When the limited liability company was formed; 8
(3) That the limited liability company was formed 9
under the laws of this state; and 10
(4) That the limited liability company has complied 11
with all the requirements of the corporation division of the 12
secretary of state. 13
3. A certificate of good standing for a foreign 14
limited liability company shall include: 15
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(1) The name of the limited liability company as 16
registered in the company's home state; 17
(2) The name the foreign limited liability company 18
uses in this state; 19
(3) The name of the state or jurisdiction the limited 20
liability company was formed in; and 21
(4) That the limited liability company has complied 22
with all the requirements of the corporation division of the 23
secretary of state. 24
4. Subject to any qualification stated in the 25
certificate, a certificate of good standing issued by the 26
secretary of state shall be prima facie evidence that the 27
domestic or foreign limited liability company exists and is 28
authorized to transact business in this state. 29
5. Any person may apply to the secretary of state for 30
a certificate of good standing for any individual domestic 31
limited liability company series or a foreign limited 32
liability company series. 33
6. A certificate of good standing for a domestic 34
limited liability company series shall include: 35
(1) The domestic limited liability company series' 36
name; 37
(2) When the limited liability company series was 38
formed; 39
(3) That the limited liability company series was 40
formed under the laws of this state; and 41
(4) That the limited liability company series has 42
complied with all the requirements of the corporation 43
division of the secretary of state. 44
7. A certificate of good standing for a foreign 45
limited liability company series shall include: 46
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(1) The name of the limited liability company series 47
as registered in the company's home state; 48
(2) The name the foreign limited liability company 49
series uses in this state; 50
(3) The name of the state or jurisdiction the limited 51
liability company series was formed in; and 52
(4) That the limited liability company series has 53
complied with all the requirements of the corporation 54
division of the secretary of state. 55
8. Subject to any qualification stated in the 56
certificate, a certificate of good standing issued by the 57
secretary of state shall be prima facie evidence that the 58
domestic or foreign limited liability company series exists 59
and is authorized to transact business in this state. 60
347.186. 1. An operating agreement may establish or 1
provide for the establishment of a designated series of 2
members, managers, or limited liability company interests 3
having separate rights, powers, or duties with respect to 4
specified property or obligations of the limited liability 5
company or profits and losses associated with specified 6
property or obligations. To the extent provided in the 7
operating agreement, any such series may have a separate 8
business purpose or investment objective. 9
2. (1) Notwithstanding any other provisions of law to 10
the contrary, the debts, liabilities, and obligations 11
incurred, contracted for, or otherwise existing with respect 12
to a particular series shall be enforceable against the 13
assets of such series only, and not against the assets of 14
the limited liability company generally or any other series 15
thereof. Such particular series shall be deemed to have 16
possession, custody, and control only of the books, records, 17
information, and documentation related to such series and 18
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not of the books, records, information, and documentation 19
related to the limited liability company as a whole or any 20
other series thereof if all of the following apply: 21
(a) The operating agreement creates one or more series; 22
(b) Separate and distinct records are maintained for 23
or on behalf of any such series; 24
(c) The assets associated with any such series, 25
whether held directly or indirectly, including through a 26
nominee or otherwise, are accounted for separately from the 27
other assets of the limited liability company or of any 28
other series; 29
(d) The operating agreement provides for the 30
limitations on liabilities of a series described in this 31
subdivision; 32
(e) Notice of the limitation on liabilities of a 33
series described in this subdivision is included in the 34
limited liability company's articles of organization; and 35
(f) The limited liability company has filed articles 36
of organization that separately identify each series which 37
is to have limited liability under this section. 38
(2) With respect to a particular series, unless 39
otherwise provided in the operating agreement, none of the 40
debts, liabilities, obligations, and expenses incurred, 41
contracted for or otherwise existing with respect to a 42
limited liability company generally, or any other series 43
thereof, shall be enforceable against the assets of such 44
series, subject to the provisions of subdivision (1) of this 45
subsection. 46
(3) Compliance with paragraphs (e) and (f) of 47
subdivision (1) of this subsection shall constitute notice 48
of such limitation of liability of a series. 49
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(4) A series with limited liability shall be treated 50
as a separate entity to the extent set forth in the articles 51
of organization. Each series with limited liability may, in 52
its own name, contract, hold title to assets, grant security 53
interests, sue and be sued, and otherwise conduct business 54
and exercise the powers of a limited liability company under 55
this chapter. The limited liability company and any of its 56
series may elect to consolidate its operations as a single 57
taxpayer to the extent permitted under applicable law, elect 58
to work cooperatively, elect to contract jointly, or elect 59
to be treated as a single business for the purposes of 60
qualification or authorization to do business in this or any 61
other state. Such elections shall not affect the limitation 62
of liability set forth in this section except to the extent 63
that the series have specifically accepted joint liability 64
by contract. Not later than January 31, 2027, each series 65
shall be individually profiled, maintained, and searchable 66
as a business entity on the secretary of state's business 67
services website in the same manner that a non-series entity 68
is profiled, maintained, and searchable. 69
3. Except in the case of a foreign limited liability 70
company that has adopted a name that is not the name under 71
which it is registered in its jurisdiction of organization, 72
as permitted under sections 347.153 and 347.157, the name of 73
the series with limited liability is required to contain the 74
entire name of the limited liability company and be 75
distinguishable from the names of the other series set forth 76
in the articles of organization. In the case of a foreign 77
limited liability company that has adopted a name that is 78
not the name under which it is registered in its 79
jurisdiction of organization, as permitted under sections 80
347.153 and 347.157, the name of the series with limited 81
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liability must contain the entire name under which the 82
foreign limited liability company has been admitted to 83
transact business in this state. 84
4. (1) (a) Upon filing of articles of organization 85
setting forth the name of each series with limited 86
liability, in compliance with section 347.037 or amendments 87
under section 347.041, the series' existence shall begin. 88
(b) Each copy of the articles of organization stamped 89
"Filed" and marked with the filing date shall be conclusive 90
evidence that all required conditions have been met and that 91
the series has been or shall be legally organized and formed 92
under this section and is notice for all purposes of all 93
other facts required to be set forth therein. 94
(c) The name of a series with limited liability under 95
this section may be changed by filing articles of amendment 96
with the secretary of state pursuant to section 347.041, 97
identifying the series whose name is being changed and the 98
new name of such series. If not the same as the limited 99
liability company, the names of the members of a member- 100
managed series or of the managers of a manager-managed 101
series may be changed by an amendment to the articles of 102
organization with the secretary of state. 103
(d) A series with limited liability under this section 104
may be dissolved by filing with the secretary of state 105
articles of amendment pursuant to section 347.041 106
identifying the series being dissolved or by the dissolution 107
of the limited liability company as provided in section 108
347.045. Except to the extent otherwise provided in the 109
operating agreement, a series may be dissolved and its 110
affairs wound up without causing the dissolution of the 111
limited liability company. The dissolution of a series 112
established in accordance with subsection 2 of this section 113
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shall not affect the limitation on liabilities of such 114
series provided by subsection 2 of this section. A series 115
is terminated and its affairs shall be wound up upon the 116
dissolution of the limited liability company under section 117
347.045. 118
(e) Articles of organization, amendment, or 119
termination described under this subdivision may be executed 120
by the limited liability company or any manager, person, or 121
entity designated in the operating agreement for the limited 122
liability company. 123
(2) If different from the limited liability company, 124
the articles of organization shall list the names of the 125
members for each series if the series is member-managed or 126
the names of the managers if the series is manager-managed. 127
(3) A series of a limited liability company shall be 128
deemed to be in good standing as long as the limited 129
liability company is in good standing. A series of a 130
limited liability company that is in good standing shall be 131
able to obtain a stand-alone certificate of good standing 132
from the secretary of state under section 347.044. 133
(4) The registered agent and registered office for the 134
limited liability company appointed under section 347.033 135
shall serve as the agent and office for service of process 136
for each series in this state. 137
5. (1) An operating agreement may provide for classes 138
or groups of members or managers associated with a series 139
having such relative rights, powers, and duties as an 140
operating agreement may provide and may make provision for 141
the future creation of additional classes or groups of 142
members or managers associated with the series having such 143
relative rights, powers, and duties as may from time to time 144
be established, including rights, powers, and duties senior 145
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and subordinate to or different from existing classes and 146
groups of members or managers associated with the series. 147
(2) A series may be managed either by the member or 148
members associated with the series or by the manager or 149
managers chosen by the members of such series, as provided 150
in the operating agreement. Unless otherwise provided in an 151
operating agreement, the management of a series shall be 152
vested in the members associated with such series. 153
(3) An operating agreement may grant to all or certain 154
identified members or managers, or to a specified class or 155
group of the members or managers associated with a series, 156
the right to vote separately or with all or any class or 157
group of the members or managers associated with the series, 158
on any matter. An operating agreement may provide that any 159
member or class or group of members associated with a series 160
shall have no voting rights or ability to otherwise 161
participate in the management or governance of such series, 162
but any such member or class or group of members are owners 163
of the series. 164
(4) Except as modified in this section, the provisions 165
of this chapter which are generally applicable to limited 166
liability companies and their managers, members, and 167
transferees shall be applicable to each particular series 168
with respect to the operation of such series. 169
(5) Except as otherwise provided in an operating 170
agreement, any event specified in this chapter or in an 171
operating agreement that causes a manager to cease to be a 172
manager with respect to a series shall not, in itself, cause 173
such manager to cease to be a manager of the limited 174
liability company or with respect to any other series 175
thereof. 176
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(6) Except as otherwise provided in an operating 177
agreement, any event specified in this chapter or in an 178
operating agreement that causes a member to cease to be 179
associated with a series shall not, in itself, cause such 180
member to cease to be associated with any other series, 181
terminate the continued membership of a member in the 182
limited liability company, or cause the termination of the 183
series, regardless of whether such member was the last 184
remaining member associated with such series. 185
(7) An operating agreement may impose restrictions, 186
duties, and obligations on members of the limited liability 187
company or any series thereof as a matter of internal 188
governance, including, without limitation, those with regard 189
to: 190
(a) Choice of law, forum selection, or consent to 191
personal jurisdiction; 192
(b) Capital contributions; 193
(c) Restrictions on, or terms and conditions of, the 194
transfer of membership interests; 195
(d) Restrictive covenants, including noncompetition, 196
nonsolicitation, and confidentiality provisions; 197
(e) Fiduciary duties; and 198
(f) Restrictions, duties, or obligations to or for the 199
benefit of the limited liability company, other series 200
thereof, or their affiliates. 201
6. (1) If a limited liability company with the 202
ability to establish series does not register to do business 203
in a foreign jurisdiction for itself and its series, a 204
series of a limited liability company may itself register to 205
do business as a limited liability company in the foreign 206
jurisdiction in accordance with the laws of the foreign 207
jurisdiction. 208
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(2) If a foreign limited liability company, as 209
permitted in the jurisdiction of its organization, has 210
established a series having separate rights, powers, or 211
duties and has limited the liabilities of such series so 212
that the debts, liabilities, and obligations incurred, 213
contracted for, or otherwise existing with respect to a 214
particular series are enforceable against the assets of such 215
series only, and not against the assets of the limited 216
liability company generally or any other series thereof, or 217
so that the debts, liabilities, obligations, and expenses 218
incurred, contracted for, or otherwise existing with respect 219
to the limited liability company generally or any other 220
series thereof are not enforceable against the assets of 221
such series, then the limited liability company, on behalf 222
of itself or any of its series, or any of its series on its 223
own behalf may register to do business in this state in 224
accordance with this chapter. The limitation of liability 225
shall also be stated on the application for registration. 226
As required under section 347.153, the registration 227
application filed shall identify each series being 228
registered to do business in the state by the limited 229
liability company. Unless otherwise provided in the 230
operating agreement, the debts, liabilities, and obligations 231
incurred, contracted for, or otherwise existing with respect 232
to a particular series of such a foreign limited liability 233
company shall be enforceable against the assets of such 234
series only and not against the assets of the foreign 235
limited liability company generally or any other series 236
thereof, and none of the debts, liabilities, obligations, 237
and expenses incurred, contracted for, or otherwise existing 238
with respect to such a foreign limited liability company 239
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generally or any other series thereof shall be enforceable 240
against the assets of such series. 241
7. Nothing in sections 347.039, 347.153, or 347.186 242
shall be construed to alter existing Missouri statute or 243
common law providing any cause of action for fraudulent 244
conveyance, including but not limited to chapter 428, or any 245
relief available under existing law that permits a challenge 246
to limited liability. 247
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