SPONSOR: Klarich (May, 108)

COMMITTEE ACTION: Voted "do pass" by the Committee on Judiciary by a vote of 16 to 1.

This substitute modifies the law relating to business organizations. In its major provisions, the substitute:

(1) Authorizes a $2.50 charge for processing a notice of lien (Section 136.055, RSMo);

(2) Requires county collectors to first apply payments for real property taxes to back delinquent taxes (Section 140.110);

(3) Modifies the definition of a resident estate or trust to require at least one income beneficiary to be a resident of Missouri (Section 143.331);

(4) Allows banks a tax credit for returns filed after December 31, 2000 (Section 148.064);

(5) Allows liens on motor vehicles and boats to be effective with minor errors (Sections 301.600, 306.400);

(6) Modifies procedures for lienholders to secure and perfect future advances on motor vehicles and boats (Sections 306.410, 306.420);

(7) Modifies procedures relating to the dissolution of limited liability companies (Sections 347.137, 306.141);

(8) Extends from August 31, 2000, to August 31, 2001, the expiration date of certain provisions relating to health services corporations organized as not-for-profit corporations (Sections 351.025, 354.065);

(9) Allows a corporation's articles of incorporation to limit the personal liability of a director and the indemnification of a director, officer, or employee when that person has been successful in an action related to the person's position with the corporation (Sections 351.355, 351.055);

(10) Prohibits a person from being admitted to vote on shares belonging to the corporation which issued the shares (Section 351.245);

(11) Allows a corporation to pay cash equal to the value of a fractional share (Section 351.300);

(12) Allows publication of a corporation's notice of dissolution in the Missouri Register (Section 351.482);

(13) Allows bank and trust companies to operate in the same manner as other corporations when the banking statutes do not apply (Section 351.690);

(14) Modifies procedures for the winding up of a limited partnership (Sections 359.451, 359.481);

(15) Modifies several sections within Chapters 361 and 362 to facilitate a centralized filing system by allowing banks to file public documents with the Division of Finance;

(16) Requires presentation of claims under Section 361.540 to the circuit court of Cole County for determination of the priority of payment (Section 361.540);

(17) Requires notices of stockholder meetings to be delivered personally or mailed by first class postage prepaid (Section 362.044);

(18) Allows state-chartered bank and trust companies to establish subsidiaries subject to the limitations that would be applicable to national banks (Section 362.105);

(19) Adds the Federal Home Loan Bank, the Federal Farm Credit Bank, and the Student Loan Marketing Association to the list of exclusions related to bank investment limits. This section is subject to an emergency clause (Section 362.170);

(20) Changes the minimum number of bank directors from five to three (Section 362.245);

(21) Establishes procedures for banks to conduct reverse stock splits and to determine the value in a reverse stock split (Sections 362.325, 362.730, 362.740);

(22) Allows foreign corporations to establish trust representative offices (Section 362.600);

(23) Allows bank holding companies to become financial holding companies upon compliance with federal law (Section 362.955);

(24) Expands the definition of "motor vehicle" in the Motor Vehicle Time Sales Act to include all-terrain vehicles, motorized bicycles, mopeds, and motortricycles (Section 365.020);

(25) Allows savings and loan associations to invest in the Federal Home Loan Bank, the Federal Farm Credit Bank, and the Student Loan Marketing Association (Section 369.219);

(26) Creates a licensing process for credit insurance companies (Sections 375.022, 375.065);

(27) Prohibits the Department of Insurance from disclosing the compensation of an employee or officer of an insurance company (Sections 376.350, 379.105);

(28) Excludes fees charged for necessary services performed in connection with residential real estate loans and second mortgages from the determination of annual percentage rates (Sections 408.052, 408.234);

(29) Regulates business opportunities and defines "business opportunity" as the sale or lease of any product, equipment, supplies, or services for which more than $500 has been paid for the start-up of a business and in which written guarantees or other conditions are represented by the seller. A seller is prohibited from engaging in certain activities, including making certain misrepresentations and false claims. A purchaser who suffers damages as a result of violations of the provisions may bring a civil action for damages and attorney's fees (Sections 409.1000, 409.1018);

(30) Requires persons requesting records from a savings and loan association for civil cases to reimburse the association $15 plus $0.35 per page and to pay reasonable expenses if an association officer must appear in court or at a deposition (Section 427.220);

(31) Allows mortgage insurance to cover 100% of the market value of the property. Under current law, mortgage insurance may cover up to 97% of the value (Section 443.415);

(32) Allows foreign corporations to establish trust representative offices in Missouri (Section 456.665);

(33) Updates several garnishment statutes (Sections 525.080, 525.250);

(34) Requires limited liability companies that own or lease real property in Kansas City to file with the city clerk an affidavit listing the name and address of a person who has management responsibility for that real property (Section 1); and

(35) Requires the Speaker of the House and the President Pro Tem of the Senate to appoint a state banking association to report recommendations for the removal or replacement of a corporate trustee when the original trustee has been replaced by a subsequent corporate trustee because of a merger, acquisition, or cessation of business by the original corporate trustee. This section is subject to an emergency clause (Section 21.650).

FISCAL NOTE: Estimated Net Cost to General Revenue Fund of $1,005,180 in FY 2001, $1,010,895 in FY 2002, and $1,018,135 in FY 2003. Estimated Net Effect to Insurance Dedicated Fund of $0 in FY 2001, FY 2002, and FY 2003. Insurance officials expect income from new fees to offset the administrative costs.

PROPONENTS: Supporters say that this bill is important to update provisions relating to limited liability companies and to clarify notice requirements for the dissolution of limited liability companies.

Testifying for the bill was Senator Klarich.

OPPONENTS: There was no opposition voiced to the committee.

Katharine Barondeau, Legislative Analyst