HCS/SS/SCS/SBs 3 & 69 - This act establishes provisions relating to business organizations. RIGHT-TO-START ACT By no later than June 30, 2025, and annually thereafter, this act requires the Commissioner of Administration to file a report with the General Assembly that includes information on contracts awarded to businesses that have been in operation for less than three years, as described in the act. This act also requires the Commissioner of Administration, in conjunction with the Office of Entrepreneurship, which is established by the act, to file a report with the General Assembly making recommendations on improving access and resources for new Missouri businesses that have been in operation for less than three years, including businesses owned by a racial minority group, and women-owned and veteran-owned businesses. (Section 34.195) This provision is identical to a provision in SB 593 (2023) and SS#3/HCS/HB 268 (2023), and is substantially similar to a provision in HB 237 (2023), HCS/SS/SB 807 (2022), SS/HCS/HB 2587 (2022), and HCS/HB 1590 (2022). UNIFORM LIMITED LIABILITY COMPANY ACT This act repeals the Missouri Limited Liability Company Act and establishes the "Uniform Limited Liability Company Act. The act defines several terms including, but not limited to, "limited liability company (LLC)"; "foreign limited liability company"; "manager"; "member"; "operating agreement"; and "transfer". Before August 28, 2023, the provisions of the act apply to an LLC formed on or after August 28, 2022, and to an LLC formed before August 28, 2022, which elects in its operating agreement to be subject to the act. For an LLC formed before August 28, 2022, the LLC's articles of organization are deemed to be its certificate of organization and as further indicated in the act. (Sections 347.1002 to 347.1018) The operating agreement governs the relationship between the members as members and between the members and the LLC, the rights and duties of a manager, and the conditions for amending the operating agreement. The act specifies what the operating agreement shall not contain, such as eliminating the duty of loyalty or the duty of care, eliminating the contractual obligation of good faith and fair dealing or exonerating a person from liability for conduct involving bad faith, willful or intentional misconduct, or knowing violation of the law. The operating agreement cannot alter or eliminate any other fiduciary duty or unreasonably restrict the right of a member to maintain direct action, derivative action, or to appoint a special litigation committee to investigate the claims asserted under section 347.1136. The act includes provisions explaining what the operating agreement may include. The act also specifies when a court can determine as a matter of law whether a term of an operating agreement is manifestly unreasonable. An operating agreement may specify that an amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. (Sections 347.1008, 347.1010, and 347.1012) The act includes detailed requirements relating to the name of the LLC and the name under which a foreign LLC may register to do business in Missouri, which must be distinguishable on the records of the Secretary of State (SOS). The LLC or foreign LLC may use a name that is not distinguishable upon providing the SOS with a certified copy of the court judgment establishing the right to use the name. The act explains how a foreign LLC, who is not registered to do business in Missouri, may register its name or its alternate name that is adopted. A LLC or registered foreign LLC shall deliver an annual report to the SOS and include information provided in the act. An LLC may also provide the SOS with a statement of authority as indicated in the act. (Sections 347.1022, 347.1024, 347.1026, 347.1064, 347.1068, and 347.1070) Each LLC and each registered foreign LLC shall designate and maintain a registered agent in Missouri. The act explains the duties of the registered agent, notification of change of an agent and address of an agent, and resignation of an agent. An LLC or foreign LLC is served with process, notice, or demand under the law by serving the registered agent as specified in the act. (Sections 347.1028 to 347.1036) The act contains an explanation on topics relating to organizers of the LLC, a person's contribution to the LLC, distributions made by the LLC to members before its dissolution and winding up, contributions to the LLC, member-managed LLCs, reimbursements to a member or manager of a member-managed LLC for payments made on behalf of the LLC, members duty of loyalty and care, transferable interests, court entered charging order against a member, or transferee from transferring interest of the judgment debtor. (Sections 347.1074 to 347.1098) A person can disassociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will. The act sets out when the disassociation of a member is regarded as wrongful. The act also includes provisions explaining when a person is disassociated as a member in the case of an individual or in a member-managed LLC. A person's disassociation does not discharge the person from any debt, obligation, or other liability to the LLC or other members that were incurred while a member. (Sections 347.1102, 347.1104 and 347.1106) An LLC is dissolved and its affairs and activities are wound up based upon the occurrence of events or circumstances explained in the act. A dissolved LLC continues after dissolution only for the purpose of winding up. The act explains the requirements for a rescission of a dissolution, publication of notice of dissolution and for persons having any claims against the LLC to present them in accordance with the notice. An LLC may be administratively dissolved by the SOS based upon factors indicated in the act. (Sections 347.1108 to 347.1120) The act includes provisions relating to registration of a foreign LLC with the SOS and delivering a foreign registration statement including information that is specified in the act. The activities that do not constitute doing business in the state, dissolution, or conversion of a foreign LLC to a domestic or foreign entity that does not require public filing of a record, other then a limited liability partnership, and delivering a withdrawal statement to the SOS with certain information, are further specified in the act. Transfer of registration based upon a merger is also detailed in the act. (Sections 347.1142 to 347.1160) The act contains definitions including but not limited to: "conversion", "domestication", "entity", "governance interest", and "interest holder", and transactions effected under this act relate to changes in control, takeover, business combination, control-share acquisition involving a domestic merger, acquisition, conversion, domesticating business corporation, plan of merger, plan of interest exchange, plan of domestication, and others as described in the act. Sections 347.1000 to 347.1228 modify, limit and supersede the Electronic Signatures in Global and National Commerce Act with certain exceptions. Sections 347.1000 to 347.1228 do not affect an action commenced, proceeding brought, or right accrued before August 28, 2022. (Sections 347.1164 to 347.1228) These provisions are identical to HB 279 (2023). MERCHANDISING PRACTICES This act prohibits a business making automatic renewal offers or continuous service offers to consumers in this state from 1) failing to present the offer in a conspicuous manner before the agreement is fulfilled, 2) charging a consumer's credit card, debit card, or account without first obtaining affirmative consent to the agreement containing the automatic renewal, or 3) failing to provide an acknowledgment that includes the automatic or continuous renewal offer terms. The act requires businesses making automatic renewal offers or continuous service offers to provide contact information. The business shall provide notice of any change in offer terms. (Section 407.205) This provision shall become effective on July 1, 2024. This provision is identical to HB 1029 (2023). This act provides that any leased technology product shall be able to be returned to the physical location at which the product was acquired, and a person shall not be required to return such product by mail if a physical location is available. (Section 407.2110). This provision is identical to HB 1393 (2023). RESTRICTIVE COVENANTS This act provides that healthcare professionals in nonresearch roles shall not be required to sign any covenant not to compete as a condition of employment. (Section 431.202) This provision is identical to HB 1394 (2023). OFFICE OF ENTREPRENEURSHIP This act creates the Office of Entrepreneurship within the Department of Economic Development. The Office shall employ an individual to promote policies and initiatives to support the growth of entrepreneurship of Missouri-based businesses with less than ten employees, including entrepreneurship within racial minority groups, and women and veteran entrepreneurship, in this state. (Section 620.3800) This provision is identical to a provision in SB 593 (2023) and SS#3/HCS/HB 268 (2023), and is substantially similar to a provision in HB 237 (2023), HCS/SS/SB 807 (2022), SS/HCS/HB 2587 (2022), and HCS/HB 1590 (2022). REGULATORY SANDBOX ACT This act establishes the "Regulatory Sandbox Act", which creates the Regulatory Relief Office within the Department of Economic Development. The Regulatory Relief Office shall administer the provisions of the act with the purpose of identifying state laws or regulations that could potentially be waived or suspended for participating businesses during a two-year period in which the participating business demonstrates an innovative product offering to consumers. The Regulatory Relief Office shall maintain a web page on the Department's website that invites residents and businesses to make suggestions regarding laws and regulations that could be modified or eliminated to reduce the regulatory burden of residents and businesses in the state. (Section 620.3905) The Regulatory Relief Office shall be responsible for evaluating and approving or denying applications to participate in the Sandbox Program. An applicant shall submit an application along with a $300 application fee to the Regulatory Relief Office, which shall include contact information and a description of the innovative offering to be demonstrated, including statements regarding how the innovative offering is subject to licensing, legal prohibition, or other authorization requirements outside of the Sandbox Program; each law or regulation that the applicant seeks to have waived or suspended while participating in the Sandbox Program; how the innovative offering would benefit consumers; and what risks might exist for consumers who use or purchase the innovative offering, as described in the act. No later than fifteen business days after the day on which a completed application is received by the Regulatory Relief Office, the Office shall review the application and refer the application to each applicable agency, as defined in the act, that regulates the applicant's business. No later than sixty days after the day on which an applicable agency receives a completed application for review, the applicable agency shall provide a written report to the Sandbox Program director with the applicable agency's findings, including any identifiable, likely, and significant harm to the health, safety, or financial well-being of consumers that the relevant law or regulation protects against, and a recommendation to the Regulatory Relief Office that the applicant either be admitted or denied entrance into the Sandbox Program. An applicable agency may deny an application for reasons described in the act. The Regulatory Relief Office shall not approve any application denied by an applicable agency. (Section 620.3915) Upon the receipt of a report from all applicable agencies, the Regulatory Relief Office shall provide the application and associated reports to the General Regulatory Sandbox Program Advisory Committee, which is created by the act. The Advisory Committee shall be composed of eleven members, as described in the act. The Advisory Committee shall advise and make recommendations to the Regulatory Relief Office on whether to approve applications to the Sandbox Program, and may meet at its own discretion to override a decision of the Regulatory Relief Office on the admission or denial of an applicant to the Sandbox Program, provided such override is decided with a two-thirds majority vote of the members of the Advisory Committee, and further provided that such vote shall be taken within fifteen business days of the Regulatory Relief Office's decision. Meetings of the Advisory Committee shall be considered public meetings for the purposes of the Sunshine Law. (Section 620.3910) Upon approval of an application, a sandbox participant shall have twenty-four months after the day on which its application was approved to demonstrate the innovative offering described in the sandbox participant's application. During such period, the sandbox participant shall be exempt from the laws and regulations outlined in an agreement entered into with the Regulatory Relief Office. Innovative offerings shall only be available to consumers who are residents of this state, and no law or regulation shall be waived or suspended if such waiver or suspension would prevent a consumer from seeking restitution in the event that the consumer is harmed. A sandbox participant shall not be subject to prosecution or administrative penalty for a violation of any law or regulation that is waived or suspended during the duration of the participant's demonstration period. (Section 620.3920) Prior to demonstrating an innovative offering, a sandbox participant shall disclose certain information to consumers, as described in the act. (Section 620.3925) At least forty-five days prior to the end of a participant's demonstration period, the participant shall notify the Regulatory Relief Office that it either intends to exit the Sandbox Program or that it seeks an extension. The Regulatory Relief Office may grant an extension not to exceed twelve months, and a participant may seek multiple extensions. If a demonstration includes an innovative offering that requires ongoing services or duties beyond the two-year demonstration period, the participant may continue to demonstrate the offering, but shall be subject to all laws and regulations that were waived or suspended as part of the Sandbox Program, provided that any participant that receives an extension to the demonstration period shall not be subject to the waived or suspended laws and regulations until after the end of the extended demonstration period. A sandbox participant shall retain certain records for a period of two years after exiting the Sandbox Program. The Regulatory Relief Office shall establish quarterly reporting requirements for each participant, and each participant shall notify the Regulatory Relief Office and each applicable agency of any incidents that result in harm to the health, safety, or financial well-being of a consumer. No later than forty-five days after a sandbox participant exits the Sandbox Program, such participant shall submit a written report describing an overview of the demonstration. No later than thirty days after receiving such report, an applicable agency shall provide a written report to the Regulatory Relief Office that describes any statutory or regulatory reform the applicable agency recommends. (Section 620.3930) These provisions are substantially similar to SB 1068 (2022) and to provisions in SS#3/HCS/HB 268 (2023), SS/HCS/HB 2587 (2022), HCS/SS/SCS/SB 931 (2022), HCS/SS/SB 807 (2022), and HCS/SS#2/SCS/SB 968 (2022). SMALL BUSINESS REGULATORY FAIRNESS BOARD Provisions in current law establishing the Small Business Regulatory Fairness Board are repealed. (Sections 536.303 to 536.315 and sections 536.323 to 536.328) These provisions are identical to provisions in SS#3/HCS/HB 268 (2023). TECHNICAL CHANGES Technical changes are made throughout the act to correct sectional reference changes. JOSH NORBERG