CCS HS HCS SB 896 -- BUSINESS ORGANIZATIONS

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

(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 any bank a tax credit equal to one-sixtieth of 1% of its outstanding shares and surplus for returns filed after December 31, 2000 (Section 148.064);

(5) Allows liens on motor vehicles and boats to be effective with minor errors and specifies the notice requirements for motor vehicle and boats liens to secure future advances (Sections 301.600, 306.400);

(6) Modifies procedures for lienholders to secure and perfect future advances on motor vehicles and boats (Sections 301.600, 306.400, 306.410, 306.420);

(7) Modifies procedures relating to the dissolution of limited liability companies (Sections 347.137, 347.141);

(8) Extends from August 31, 2000, to August 31, 2001, the expiration date of certain provisions allowing a health services corporation organized as a not-for-profit corporation to file for and amend its articles to become a for-profit corporation (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) Requires notice for winding up a dissolved corporation, at the request of the corporation, to be published by the Secretary of State in an electronic format (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 to the internal affairs of those institutions (Section 351.690);

(14) Modifies procedures for the winding up of a limited partnership and allows limited partnerships to be perpetual in their existence (Sections 359.091, 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) Applies the 3-year statute of limitations on collection of delinquent property taxes from the date of recording for tax-exempt property that is conveyed in a manner causing it to become taxable (Section 140.160);

(18) Allows state-chartered bank and trust companies to establish subsidiaries to offer products and services that a national bank may offer through a subsidiary, subject to the limitations that would be applicable to national banks (Section 362.105);

(19) Excludes debts guaranteed or collateralized by the Federal Home Loan Bank, the Federal Farm Credit Bank, and the Student Loan Marketing Association from certain lending restrictions. This section is subject to an emergency clause (Section 362.170);

(20) Exempts the purchases of bullion and investment coins from certain tax statutes (Section 144.815);

(21) Establishes procedures for banks to conduct reverse stock splits and to determine the value of stock in a reverse stock split (Sections 362.325, 362.730, 362.740, 362.750);

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

(23) Requires persons requesting records from a savings and loan association for civil cases to reimburse the association $15 plus $0.35 per page, to pay reasonable expenses if an association officer must appear in court or at a deposition, and to comply with other related requirements (Section 369.371);

(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, for state examination purposes, fees considered minimal under federal law from the determination of annual percentage rates for residential real estate loans and second mortgages (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 to a purchaser to enable the purchaser to start a business for which the purchaser is required to pay the seller an initial fee in excess of $500. The seller, in addition to other requirements, must assist the purchaser with starting the business of operating vending machines, currency-operated amusement machines, or similar devices and will guarantee that the purchaser will derive income from the business opportunity (Sections 407.2000 - 407.2021);

(30) Revises provisions relating to the licensing of out-of-state insurance agents and brokers. The Director of Insurance may not charge a nonresident a greater fee for an insurance license because the person resides outside of Missouri. Certain requirements for a license are waived if the person has a valid license from another state and that state grants Missouri residents the same privilege. Also, any bank or trust company selling insurance products in Missouri is subject to Missouri's insurance laws and regulations (Section 375.017);

(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) Updates several garnishment statutes (Sections 525.080 -525.250);

(33) 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);

(34) Requires the Speaker of the House and the President Pro Tem of the Senate to designate 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);

(35) Deletes trust companies from certain provisions relating to stock investment restrictions (Sections 362.119, 362.172);

(36) Requires securities and other related assets not exclusively controlled by an insurance company to be held by banks, trust companies, or securities depositories that are members of or regulated by the Securities and Exchange Commission, the Federal Reserve System, or the appropriate bank regulatory authority (Section 375.347); and

(37) Specifies that the provisions of Chapter 407 do not prohibit the commissioner of securities from administering the provisions of Chapter 409 (Section 407.125).