HB 1983 -- BUSINESS ORGANIZATIONS

SPONSOR:  Pratt

COMMITTEE ACTION:  Voted "do pass by consent" by the Committee on
Judiciary by a vote of 11 to 0.

This bill allows Missouri corporations to convert to an other
entity by adoption of a resolution by its board of directors
approving the conversion and by approval of all shareholders
supporting the adoption of the resolution.  The bill specifies
that "other entity" is a limited liability company, statutory
trust, business trust or association, real estate investment
trust, common-law trust, or any other unincorporated business
including a partnership or a foreign corporation.  The
corporation must file with the Office of the Secretary of State a
certificate of conversion certifying:

(1)  The name of the corporation;

(2)  The date of the filing of its original articles of
incorporation;

(3)  The name and jurisdiction of the entity to which the
corporation is being converted;

(4)  The approval of the conversion; and

(5)  The corporation's assent to service of process in Missouri
and the address at which the company may be served.

Any other entity is allowed to convert to a corporation by
approval of the conversion in accordance with its internal
procedure and policy and by filing with the Office of the
Secretary of State articles of incorporation and a certificate of
conversion stating:

(1)  The date which the other entity was first created;

(2)  The jurisdiction where the other entity was first created;

(3)  The name of the other entity immediately preceding the
conversion; and

(4)  The name of the corporation as specified in its articles of
incorporation.

Any conversion will not be deemed a dissolution of the prior
entity, but rather will constitute a continuation of the
existence of the converting business entity.

FISCAL NOTE:  Estimated Income to General Revenue Fund of $0 in
FY 2009, Unknown in FY 2010, and Unknown in FY 2011.  No impact
on Other State Funds in FY 2009, FY 2010, and FY 2011.

PROPONENTS:  Supporters say that the bill revises the statutes to
make corporate conversions by Missouri companies more efficient.
Companies will be able to convert their corporate form by
adoption of a resolution, approval by shareholders, and
registration with the Secretary of State.

Testifying for the bill was Representative Pratt.

OPPONENTS:  There was no opposition voiced to the committee.

Missouri House of Representatives
94th General Assembly, 2nd Regular Session
Last Updated October 15, 2008 at 3:11 pm