- Perfected -

SS/SCS/SB 931 - This act modifies and adds various provisions pertaining to business and commerce. A summary of the provisions follows:

COUNTY CIRCUIT CLERKS AND RECORDERS - (Section 59.040 and 59.042) - Allows for the combination or separation of the offices of county circuit clerk and county recorder in third class counties, upon voter approval

DISSOLUTION OF DEADLOCKED LIMITED LIABILITY COMPANY - (Section 347.143) - This act provides for judicial dissolution of a limited liability company in the event the members are deadlocked.

PLEADING AND BURDEN OF PROOF - (Section 351.055)- This act provides that on a motion to dismiss, a person challenging an exculpation provision must plead facts with particularity and on a motion for summary judgement has the burden of proving the provision is inapplicable.

BONDHOLDER'S POWER TO VOTE - (Section 351.056) - This act provides that a corporation may confer the power to vote upon holders of bonds, debentures or other obligations.

ANNUAL CORPORATE REGISTRATION REPORTS - (Sections 351.120, 351.140, 351.145, 351.150 and 351.155) - This act revises the process for a corporation to file its annual report to the Secretary of State

STOCK OPTIONS - (Section 351.182) - This act provides that under certain circumstances, the board of directors may delegate to officers the right to grant stock options.

CORPORATE REQUIREMENTS - (Section 351.247) - Allows a corporation which has elected to not be governed by the close corporation provisions of Chapter 351 to modify, by shareholder agreement, various corporate requirements. This act does not affect corporations which have elected to operate pursuant to the close corporation provisions, and is retroactive.

RENUNCIATION OF BUSINESS OPPORTUNITIES - (Section 351.385) - This act allows a corporation to adopt a provision in its articles renouncing any interest in specified business opportunities.

DISPOSITION OF ASSETS - (Section 351.400) - This act provides for disposition of corporate assets on the terms and conditions determined by the board of directors, without shareholder approval.

ABANDONMENT OF MERGER OR CONSOLIDATION - (Section 351.431) - This act allows a corporation to abandon an approved merger or consolidation prior to the merger or consolidation becoming effective.

DEMAND FOR VALUE OF SHARES - (Section 351.455) - This act provides that a shareholder with voting shares who objects to a merger or consolidation has the right to appraisal if the objection is filed prior to the meeting of shareholders.

NOT-FOR-PROFIT CORPORATIONS - (Section 355.856) - This act revises the process for a not-for-profit corporation to file its annual registration report with the Secretary of State.

PROFESSIONAL CORPORATIONS - (Section 356.211) - This act revises the process for a professional corporation to file its annual registration report with the Secretary of State.

UNIFORM COMMERCIAL CODE, ARTICLE 9 - SECURED TRANSACTIONS

DEFINITIONS - (Section 400.9-102) - This act revises the definition of "chattel paper", deletes the definition of "notice" and limits the applicability of the definitions for "original debtor" and "proceeds."

SCOPE - (Section 400.9-109) - This act revises the applicability of UCC, Article 9 to areas covered by other statute statutes and certain other rights and transfers.

LIENS - (Section 400.9-303) - This act provides that Sections 700.350 to 700.390, govern the perfection, nonperfection and priority of liens relating to mobile homes.

PERFECTION OF SECURITY INTEREST SUBJECT TO STATE REGULATION - (Section 400.9-311) - This act limits the applicability of this section to certain property held as collateral.

PERFECTION OF SECURITY INTEREST BY DELIVERY - (Section 400.9-313) - This act provides that section 400.9-301, not section 400.8-301, shall govern the perfection of security interests of certificated securities taken by delivery.

PRIORITY OF CERTAIN LIENS - (Section 400.9-317) - This act revises the priority of certain security interests and agricultural liens.

FUTURE ADVANCES - (Section 400.9-323) - This act revises the priority of lien creditor where the security interest secures an advance.

ASSIGNMENT OR TRANSFER OF SECURITY INTEREST - (Sections 400.9-406, 400.9-407, 400.9-408, 400.9-409) - This act provides that certain rules regarding security interests shall also apply if the interests are assigned or transferred.

INDICATION OF COLLATERAL - (Section 400.9-504) - Technical change to ensure that a financing statement will be sufficient to indicate collateral it covers if it meets certain requirements.

FILING STATEMENTS - (Section 400.9-509) - This act provides that a debtor authorizes the filing of a finance statement by the acquisition of certain interests and liens.

TERMINATION STATEMENTS - (Section 400.9-513) - This act revises the process for the filing of certain termination statements.

FILING FEES - (Section 400.9-525) - This act provides that the Department of Revenue, not the Secretary of State, shall administer the "Uniform Commercial Code Transition Fee Trust Fund," revises the duties of Secretary of State with regard to the fund, and provides that the moneys in the fund shall be deemed non-state funds.

WAIVER OF DEFAULT RULES - (Section 400.9-602) - This act revises the rules which may not be waived by certain debtors.

NOTIFICATION BEFORE DISPOSITION OF COLLATERAL - A technical change is made regarding parties to be sent notification (Section 400.9-611) and to the contents of the notification. (Section 400.9-613).

PROCEEDS OF DISPOSITION - (Section 400.9-615). An intersectional reference is added.

REMEDIES - (Section 400.9-628) - This act provides that a secured party which fails to comply with explanation requirements pursuant to Section 400.9-616 cannot be held liable for the remedy specified in Section 400.9-625(c)(2), relating to failure to comply with Article 9 provisions.

FORMER ARTICLE 9 RECORDS - (Section 400.9-710 - This act limits the records to be accepted by a local filing office and extends the date for each local filing office to maintain former Article 9 records.

FICTITIOUS CORPORATE NAME - (Section 417.210) - This act requires a corporation to make a declaration under penalty to the Secretary of State within five business days of beginning a business using a fictitious name. Current law required the corporation to submit a notarized statement.

CRIME OF MAKING A FALSE DECLARATION - (Section 575.060) - This act provides that the word "written" as used in this Section shall include filings submitted in electronic or other Secretary of State-approved formats.

JIM ERTLE