HB 2508 — Allows for a search of the series LLC in the SoS Business Entity website and to obtain a certificate of good standing

SECOND REGULAR SESSION [TRULY[PERFECTED] AGREED TO AND FINALLY PASSED] SENATE SUBSTITUTE FOR SENATE COMMITTEE SUBSTITUTE FOR HOUSE COMMITTEE SUBSTITUTE FOR HOUSE BILL NO.

2508 103RD GENERAL ASSEMBLY 6075S.06T6075H.02P 2026JOSEPH ENGLER, Chief Clerk AN ACT To repeal sectionssection 347.048, 347.143, and 347.186, RSMo, and to enact in lieu thereof fourtwo new sections relating to entitieslimited regulatedliability bycompanies. the secretary of state, with a severability clause.

SectionsSection 347.048, 347.143, and 347.186, RSMo, areis repealed and fourtwo new sections enacted in lieu thereof, to be known as sections 347.044,347.044 347.048, 347.143, and 347.186, to read as follows:

EXPLANATION3. — Matter enclosed in bold-faced brackets [thus] in the above bill is not enacted and is intended to be omitted from the law.

Matter in bold-face type in the above bill is proposed language.

SS SCS HCS HB 2508 2 3.

(3) The name of the state or jurisdiction the limited liability company was formed in;

and (4)EXPLANATION That— theMatter limitedenclosed liabilityin companybold-faced hasbrackets complied[thus] within all the requirementsabove ofbill theis corporationnot divisionenacted ofand theis secretaryintended ofto state.be omitted from the law.

Matter in bold-face type in the above bill is proposed language.

HCS HB 2508 2 (4) That the limited liability company has complied with all the requirements of the corporation division of the secretary of state.

(1) The domestic limited liability company series'series name;

SS SCS HCS HB 2508 3 347.048.

1.

(1) Any limited liability company that owns and rents or leases real property, or owns unoccupied real property, located within:

(a) Any home rule city with a population of more than four hundred thousand inhabitants which is located in more than one county;

(b) Any home rule city with more than one hundred sixteen thousand but fewer than one hundred fifty-five thousand inhabitants;

or (c) Any home rule city with more than seventy-one thousand but fewer than seventy- nine thousand inhabitants shall file with that city's clerk an affidavit listing the name and street address of at least one natural person who has management control and responsibility for the real property owned and leased or rented by the limited liability company, or owned by the limited liability company and unoccupied.

(2) Within thirty days following the cessation of management control and responsibility of any natural person named in an affidavit described in this [section] subsection, the limited liability company shall file a successor affidavit listing the name and street address of a natural person successor.

2.

(1) Any limited liability company that owns and rents or leases real property, or owns unoccupied real property, located in any county with more than one million inhabitants shall file with the county clerk an affidavit listing the name and street address of at least one natural person who has management control and responsibility for the real property owned and leased or rented by the limited liability company, or owned by the limited liability company and unoccupied if:

(a) The real property has more than two ordinance violations of the political subdivision at the same property location;

and (b) There has been an unsuccessful attempt at resolution between the registered agent and the political subdivision with respect to the ordinance violation resulting in either the cause of the violation being rectified or the fine, penalty, or other respective sanction having been satisfied.

(2) Within thirty days following the cessation of management control and responsibility of any natural person named in an affidavit described in this subsection, the limited liability company shall file a successor affidavit listing the name and street address of a natural person successor.

3.

No limited liability company shall be charged a fee for filing an affidavit or successor affidavit required under this section.

[3.] 4.

If a limited liability company required by this section to file an affidavit or a successor affidavit fails or refuses to file such completed affidavit with the appropriate clerk, SS SCS HCS HB 2508 4 any person who is adversely affected by the failure or refusal or the [home rule city] respective political subdivision may petition the circuit court in the county where the property is located to direct the execution and filing of such document.

347.143.

1.

A limited liability company may be dissolved involuntarily by a decree of the circuit court for the county in which the registered office of the limited liability company is situated in an action filed by the attorney general when it is established that the limited liability company:

(1) Has procured its articles of organization through fraud;

(2) Has exceeded or abused the authority conferred upon it by law;

(3) Has carried on, conducted, or transacted its business in a fraudulent or illegal manner;

or (4) By the abuse of its powers contrary to the public policy of the state, has become liable to be dissolved.

2.

On application by or for a member, the circuit court for the county in which the registered office of the limited liability company is located may decree dissolution of a limited liability company [whenever] if the court determines:

(1) Itis not reasonably practicable to carry on the business in conformity with the operating agreement;

(2) Dissolution is reasonably necessary for the protection of the rights or interests of the complaining members;

(3) The business of the limited liability company has been abandoned;

(4) The management of the limited liability company is deadlocked or subject to internal dissension;