Bill Search

SB 214 – Tax liability for limited liability companies. Modifies laws affecting limited liability companies, limited partnerships, and nonprofit companies. Defines responsible persons for the purposes of tax liability for limited liability companies. Eliminates certain duplicate filing requirements for articles of acceptance, articles of merger, and resignation of agents for nonprofit corporations. If the general partners of a limited partnership withdraw and the remaining partners decide to continue the partnership, the act allows a new general partner to sign the certificate of amendment and attest to the specific event of withdrawal.

SB 215 (See also HB 238) – Captive insurance companies. (See Insurance Law)

SB 275 (See also HB 427) – Missouri Women’s Council. Adds new missions for the council to initiate programs to assist and support women in all business enterprises, including operating a home-based business and working part-time from home. Requires the council to provide information for women to access traditional as well as nontraditional skilled trades. Requires the council to add to the list of areas covered in programs, studies, seminars and conferences conducted by the council to include occupational and economic needs, balancing work and family, financial planning, and federal and state procurement opportunities for women.

SB 368 (See also HB 683) – Corporate filings. Allows a corporation to change the filing month for its corporate registration report in return for an additional $20 filing fee. Allows corporations to file the corporate registration report biennially rather than annually. Allows the Secretary of State to proceed with corporate dissolution if the corporate registration report is not filed within 90 days. Grants the Secretary of State the authority to establish a premium and expedited services program which allows customers to purchase services that guarantee rapid processing on filings or other special handling. Allows a limited liability corporation to electronically file its original articles of incorporation for a fee of $45 rather than the $100 currently required for paper filings.

HB 129 – Corporate net operating losses. (See Taxation Law)

HB 261 – Missouri Successor Asbestos-Related Liability Fairness Act. (See Tort Law)

HB 365 – Small Business and Entrepreneurial Growth Act. Establishes the Small Business and Entrepreneurial Growth Act for small business employers who expand their business by increasing the number of jobs and meeting certain qualifications. Allows a qualified employer to retain the Missouri withholding tax from the salaries of the newly created jobs for one year; or if the employer pays more than 50% of the cost of the premiums for health insurance for all employees, the withholding tax can be retained for two years.

HB 431 – Business organizations. Authorizes an additional method for the dissolution of a limited liability company (LLC) in the event there are no members and the LLC is not already dissolved and not required to be wound up. Changes the definition of “issuing public corporation” in the general provisions for business corporations and defines “domestic corporation” as a corporation incorporated under Missouri laws in the merger and consolidation section of the statute.

HB 436 – Limited liability companies. Changes the designation for a limited liability company’s representative for tax payment purposes from an authorized person to a responsible person. Defines a responsible person as a manager or any member who is designated a responsible member in the articles of incorporation or has the direct control, supervision, or responsibility for filing returns and making tax payments. Prohibits any member of the company from being held liable for any payroll, sales, or employment security taxes solely on the basis of the person’s membership in the company.

HB 527 – Corporate names. Changes the time period corporate names can be reserved from 60 to 180 and prohibits the name from being placed back in a reserve status.

HB 645 – Missouri Quality Jobs Act. Changes the definition of “qualified company” so that a corporation dissolved under Chapter 351, RSMo, and currently in a state of dissolution cannot participate in the Missouri Quality Jobs Act.

HB 734 – Association group health insurance. (See Health/Hospital Law)