SB 368
Modifies requirements for corporate filings
LR Number:
Last Action:
5/18/2007 - H Calendar S Bills for Third Reading
Journal Page:
Calendar Position:
Effective Date:
August 28, 2007
House Handler:

Current Bill Summary

HCS/SCS/SB 368 - This act allows a corporation to change the filing month for its corporate registration report in return for an additional $20 filing fee. Corporations may also opt to file the corporate registration report biennially rather than annually. The filing fee for choosing this option will be twice the fee currently required for filing annually. The Secretary of State may collect an additional $10 fee, for deposit in the Secretary of State technology fund, for each biennial report . If the corporate registration report is not filed within 90 days, the Secretary of State may proceed with corporate dissolution.

This act includes a provision that grants the Secretary of State the authority to establish a premium and expedited services program. These services allow customers to purchase services that guarantee rapid processing on filings or other special handling.

A limited liability corporation may electronically file its original articles of incorporation for a fee of $45 rather than the $100 currently required for paper filings.

Currently, Limited Liability Companies shall be dissolved upon the withdrawal of the sole remaining member. Under the act, there will be forced dissolution when there are no members unless certain agreements are made, pursuant to the operating agreement, by the personal representative of the last remaining member to continue the company, or if another member is added within 90 days of the event triggering the withdrawal of the last remaining member.

The act modifies the definition of "issuing public corporations" by removing the current shareholder requirements and instead, requiring the corporation to have a class of voting stock registered with the Security and Exchange Commission unless the articles of incorporation of the corporation stipulate otherwise.

The act removes the definition of and references to "resident domestic corporations". Under current law, resident domestic corporations must be incorporated in Missouri; have 100 shareholders; maintain its principal place of business, its principal office, or substantial assets in Missouri; and have 10% of its shareholders reside in Missouri, more than 10% of its shares owned by Missouri residents, or have 10,000 of its shareholders reside in Missouri. Under the act, a domestic corporation must be incorporated in Missouri. All references to resident domestic corporations are changed to domestic corporations.

Requirements are established for labeling public receptacles when individuals seek to collect donations of unwanted household items.

This act is similar to SB 875 (2006), and HB 431 (2007).