HCS SB 310 -- BUSINESS ORGANIZATIONS

SPONSOR:  Caskey (Dempsey)

COMMITTEE ACTION:  Voted "do pass" by the Committee on Job
Creation and Economic Development by a vote of 18 to 1.

This substitute:

(1)  Replaces the phrase "constituent estate" with "constituent
entity" and modifies one subsection so that it only applies to
limited partnerships;

(2)  Removes the liability of a partner of a limited liability
partnership from the actions of any person under the partner's
direct supervision and control;

(3)  Provides an avenue for a domestic general partnership to
merge or consolidate into one or more general partnerships,
domestic or foreign limited partnerships, limited liability
companies, trusts, business trusts, corporations, real estate
investment trusts and other associations or business entities.
The substitute also establishes a procedure for the approval of
the merger or consolidation.  If the merger or consolidation is
of one or more domestic partnerships into a surviving
partnership, the substitute requires that certain documents be
filed with the Secretary of State;

(4)  Establishes a procedure for domestic limited partnership
regarding the approval of a merger or consolidation; and

(5)  Allows a corporation to sell or lease its property and
assets to another company it owns without the approval of the
shareholders unless the articles of incorporation expressly
require approval.

FISCAL NOTE:  Not available at time of printing.

PROPONENTS:  Supporters say that the bill only makes minor
changes to the law governing mergers and partnerships.  The bill
will primarily affect law partnerships.

Testifying for the bill were Senator Caskey; and Bryan Cave, LLP.

OPPONENTS:  There was no opposition voiced to the committee.

Alice Hurley, Legislative Analyst

Missouri House of Representatives
Last Updated July 25, 2003 at 10:13 am