SB 0288 Revises provisions relating to recorders of deeds, corporations and matters regulated by the Secretary of State
LR Number:0578L.05T Fiscal Note:0578-05
Last Action:06/29/01 - Signed by Governor (w/EC) Journal page:
Title:HS HCS SB 288
Effective Date:Emergency Clause
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Current Bill Summary

HS/HCS/SB 288 - This act revises various business procedures regulated by the Secretary of State.

ELECTRONIC DOCUMENTS - Any statutory requirement that a document filed with the Secretary of State be signed, will be satisfied by an electronically transmitted identification in a format prescribed by the Secretary of State. The Secretary of State is given authority to promulgate rules regarding these provisions.

RECORDER OF DEEDS - Allows the governing body of the county rather than the voters to separate the office of the circuit clerk and recorder of deeds in counties of the second classification. The recorder of deeds and the circuit clerk will then be elected. Recorders of deeds shall be liable on their official bond for all fees collected and not accounted for. An additional fee of 5 dollars is authorized for all recordings and its distribution is specified. These provisions are similar to HCS/HB 677.

In Marion County the Circuit Court is allowed to appoint the Circuit Clerk as ex officio Recorder of Deeds.

SECRETARY OF STATE'S TECHNOLOGY TRUST FUND ACCOUNT - This act sets a termination date for the collection of additional fees to be deposited in the Secretary of State's Technology Trust Fund Account of December 31, 2009. These provisions are similar to HB 938 (2001) and are contained in the TAT version of CCS/SS/SCS/HB 453.

LIMITED LIABILITY COMPANIES - Any limited liability company that owns or rents real property in Kansas City must file an affidavit with the city clerk that specifies a person with management control.

CORPORATIONS - This act would allow a correction to an annual registration report to be filed if the information on file has changed after the report has been filed and before the next report is due. Notice requirements for a postponed meeting are changed and state that notice of the new date and place will be provided to shareholders and it may be by public notice. The previous language required public notice.

This act provides a designation of "constituent corporation" for corporations proposing to merge or those corporations proposing to consolidate. Articles of merger or consolidation shall be filed with the Secretary of State and shall be effective pursuant to Section 351.048, RSMo (usually the date it is filed). The act also provides which documentation shall be necessary for a consolidation or merger of a foreign corporation to become effective in this state.

UNIFORM COMMERCIAL CODE - This act substantially revises Article 9 of the Uniform Commercial Code regulating secured transactions. The scope of Article 9 is expanded to include additional types of property in which a security interest can be taken by a creditor and additional kinds of collateral, including sales of payment intangibles and promissory notes, security interests created by governmental debtors, health insurance receivables, consignments, and commercial tort claims.

The act clarifies that filing a financing statement perfects a security interest, even if another method of perfection exists. Current law authorizes control, in which the debtor cannot transfer the property without the creditor's consent, as the method of perfection for only investment property. The act also allows control as a method of perfection for letter of credit rights and deposit accounts. Automatic perfection for a purchase money security interest is increased from the current ten days to twenty days. Attachment of a purchase money security interest is perfection for the duration of the twenty-day period, then another method of perfection is necessary to continue the perfected security interest. A purchase money security interest in consumer goods, however, remains perfected automatically for the duration of the security interest.

Current law establishes a basic choice of law rule, as to which state's law governs perfection, its effect, and a creditor's priority, of the state in which the collateral is found. The act chooses the state that is the location of the debtor. If the debtor is an entity created by state registration, the location of the debtor is the location in which the entity is created by registration. If the entity is a corporation, the location of the debtor is the state in which the corporate charter is filed or registered.

The act allows the transition from paper filing to electronic filing. The only local filing of financing statements occurs in the real estate records for fixtures; all other filings are centralized with the Secretary of State's office.

The act changes certain aspects of enforcing a security interest that is included in a consumer transaction: a consumer cannot waive redemption rights in a financing agreement; a consumer is entitled to disclosure of the amount of any deficiency assessed against him or her; a consumer buyer of goods who pre-pays in whole or in part has an enforceable interest in the purchased goods and may obtain the goods as a remedy; and a secured creditor cannot accept collateral as partial satisfaction of a consumer obligation.

The act also provides new rules for guarantors, for the interests of subordinate creditors with security interests in the same property, and for aspects of enforcement when the debtor is a consumer debtor.

The act provides rules for disposition of secured property. Conditions for pre-effective date financing statements are established. Procedures for dealing with former article 9 records are established.

The repeal of the existing Article 9 provisions and the enactment of the new provisions take effect July 1, 2001.

These provisions are similar to SB 116 (2001).

NONSOLICITATION AGREEMENTS - This act makes written non- solicitation agreements enforceable. These provisions are similar to SB 381.