HS HCS SB 288 -- REGULATION OF BUSINESS PROCEDURES

This bill revises various business procedures regulated by the
Secretary of State and makes related changes in several other
sections.  In its main provisions, the bill:

(1)  Allows the Secretary of State to adopt rules authorizing
the electronic facsimile filing of documents.  The rules may
include standards for the acceptance of a form of signature
other than proper handwriting;

(2)  Allows corrections to corporations' annual registration
reports to be filed with the Secretary of State between report
due dates;

(3)  Changes notice requirements for postponed shareholder
meetings, making public notice optional rather than required;

(4)  Allows summary articles of merger or consolidation to be
filed and lists their required contents;

(5)  Requires certain documentation before consolidations or
mergers of foreign corporations become effective in this state;

(6)  Requires limited liability companies that own or rent real
property in Kansas City to file an affidavit with the city clerk
specifying a person with management control;

(7)  Makes written non-solicitation agreements enforceable.
These agreements will not be considered restraints of trade
under specified circumstances.  Nothing in this section is to be
construed to prevent an employee from seeking or accepting new
employment immediately upon termination, whether voluntary or
non-voluntary.  This provision will apply prospectively and
retrospectively;

(8)  Expands the scope of Article 9 of the Uniform Commercial
Code (UCC) to include additional kinds of property in which a
security interest can be taken, additional kinds of collateral
that may be pledged, and nonpossessory, statutory agricultural
liens;

(9)  Clarifies that filing a financing statement perfects a
security interest, even if another method of perfection exists;

(10)  Expands the types of property for which creditor control
may be used as a method of perfection;

(11) Increases automatic perfection for a purchase money
security interest (PMSI) from 10 days to 20 days.  Attachment of
a PMSI is perfection for the duration of the 20-day period, then
another method is necessary to continue the perfected security
interest.  A PMSI in consumer goods, however, remains perfected
automatically for the duration of the security interest;

(12)  Changes the choice of law rule as to which state's law
governs perfection, its effect, and a creditor's priority from
where the collateral is found to the location of the debtor.
Entity debtors now are deemed located where created by
registration, rather than where the entity has its chief
executive office;

(13)  Changes certain aspects of enforcing security interests
included in consumer transactions;

(14)  Provides new rules for guarantors for the interests of
subordinate creditors with security interests in the same
property and for aspects of enforcement when the debtor is a
consumer debtor;

(15)  Allows the transition from paper filing to electronic
filing.  The only local filing of financing statements occurs in
the real estate records for fixtures; all other filings now are
centralized with the Secretary of State's office.  To compensate
counties for the loss of revenue, county recording fees are
increased by $5 and UCC Article 9 filing fees are increased by
$7.  The additional amount will be passed through a trust fund
to the County Employees Retirement Fund or the general revenue
fund for charter counties or the City of St. Louis;

(16)  Allows the governing body of a county rather than the
voters to separate the office of the circuit clerk and recorder
of deeds.  If the offices are separated, both offices will be
elected, except in Marion County; and

(17)  Extends the expiration date for 8 years on several
sections authorizing a $5 surcharge on various funds and fees
for the Secretary of State's Technology Trust Fund.

The bill contains an emergency clause.

Missouri House of Representatives
Last Updated November 26, 2001 at 11:47 am