HB 162 Modifies provisions relating to business entities registered with the state

     Handler: Hough

Current Bill Summary

- Prepared by Senate Research -


SCS/HCS/HB 162 - This act provisions relating to entities registered with the state.

REAL ESTATE BROKERS

(Section 339.150)

Under this act, a real estate broker may pay compensation directly to a business entity, as defined in the act, owned by a licensed real estate salesperson or broker-salesperson formed for the purpose of receiving compensation earned by such licensee.

The business entity shall not be required to be licensed and may be co-owned by an unlicensed spouse, a licensed spouse associated with the same broker as the licensee, or one or more other licensees associated with the same broker as the licensee.

This provision is substantially similar to SB 435 (2021).

NAMES OF LIMITED LIABILITY COMPANIES

(Section 347.020)

The act prohibits the name of any dissolved or canceled LLC from being used by any other for a period of one year following the dissolution or cancellation.

LIMITED LIABILITY COMPANIES - INFORMATION STATEMENTS

(Section 347.044, 347.179, 347.183)

Every limited liability company (LLC) and foreign limited liability company (foreign LLC) is required to file an information statement with the Secretary of State (SOS) once every 5 years, accompanied by a fee of $15, or $5 if filed electronically. The SOS is permitted to administratively cancel the articles of incorporation of an LLC or the registration of a foreign LLC for failure to timely file an information statement. The act provides procedures for allowing a foreign LLC to apply to the SOS to have its registration reinstated following such a cancellation. Procedures are also created allowing an LLC to apply for reinstatement following the erroneous or accidental filing of a notice of winding up or notice of termination.

INVOLUNTARY DISSOLUTION OF LLCS

(Section 347.143)

The modifies the procedure by which a court may decree dissolution of an LLC. Specifically, the court may issue such a decree if it determines:

· It is not reasonably practicable to carry on the business in conformity with the operating agreement;

· Dissolution is reasonably necessary for the protection of the rights or interests of the complaining members;

· The business of the limited liability company has been abandoned;

· The management of the limited liability company is deadlocked or subject to internal dissension; or

· Those in control of the limited liability company have been found guilty of, or have knowingly countenanced, persistent and pervasive fraud, mismanagement, or abuse of authority.

FILING FEES

(Sections 347.179, 347.183, 358.460, and 358.470)

The act reduces various filing fees imposed on LLC's and partnerships for filing certain documents with the SOS and provides for reduced fees for filing certain documents in an electronic format. Additionally, the act creates the following new fees:

· A fee of $95 for filing a withdrawal of an erroneously or accidentally filed notice of winding up or articles of termination; and

· For a filing relating to a limited liability series an additional fee of ten dollars for each series effected or, if filing online in an electronic format prescribed by the secretary, a fee of five dollars for each series effected.

SERIES LLCs

(Section 347.186)

For purposes of Series LLCs, the maximum number of designated series that can be affected by a single filing made with the Secretary of State is 50.

CHARITABLE ORGANIZATIONS

(Section 407.475)

Further, under the act, the state shall not impose any annual filing or reporting requirements on a charitable organization that are more stringent, restrictive, or expansive than the report already required to be submitted to the Attorney General's office unless such filing or report is specifically required by federal law. This provision shall not apply to state grants or contracts, or investigations by the Attorney General of charitable organizations as set forth in state statute. Further, this provision shall not prohibit the Department of Labor and Industrial Relations or the State Board of Mediation from enforcing provisions of law relating to labor organizations.

This provision is identical to a provision in the perfected SS/SB 333 (2021) and similar to HB 245 (2021).

EXPUNGEMENT OF CERTAIN PUBLIC RECORDS

(Section 1)

The act requires any action brought by an agency or department of state government in response to an alleged civil violation of rules or regulations of an agency or department, which is subsequently abandoned, withdrawn, or failed to be determined as a violation to be removed from all public records of the state so as to eliminate harm to the reputation of the individual accused person. Furthermore, any notice submitted to any governmental authority by an agency or department of any government or regulator must be withdrawn and the state shall request that any public notice of such accusation be removed so as to eliminate harm to the individual person accused. Each such government agency, department or entity shall notify all other government agencies, departments, entities, including state, federal, and local agencies, that might have been notified of the charge or allegation, and require such agencies to expunge the violation from their records as well.

This act is substantially similar to SCS/SB 286 (2021), SB 720 (2020), certain provisions in HCS/SS#2/SB 704 (2020), and HCS/HB 1590 (2020) and similar to SCS/SB 285 (2019) and HB 555 (2019).

SCOTT SVAGERA


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